SEC Form 4 · accession 0001209191-16-134575

Xenith Bankshares, Inc. · XBKS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

T. Gaylon Layfield

Officer — President and CEO · Director

Period of report

Jul 29, 2016

Accepted (ET)

Aug 1, 2016 · 3:36 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001442741

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jul 29, 2016	M	30,104	—	A	188,565	D
Common Stock^F3	Jul 29, 2016	D	30,755	—	D	0	I	By Trust
Common Stock^F4	Jul 29, 2016	D	188,565	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option (Right to Buy)^F5	$11.49	Jul 29, 2016	D	69,600	D	—	May 7, 2019	Common Stock	69,600	D
Option (Right to Buy)^F6	$4.01	Jul 29, 2016	D	10,000	D	—	Aug 1, 2021	Common Stock	10,000	D
Option (Right to Buy)^F7	$3.61	Jul 29, 2016	D	12,000	D	—	Feb 22, 2022	Common Stock	12,000	D
Option (Right to Buy)^F8	$4.15	Jul 29, 2016	D	69,600	D	—	Aug 14, 2022	Common Stock	69,600	D
Warrant^F9	$11.49	Jul 29, 2016	D	69,600	D	—	May 7, 2019	Common Stock	69,600	D
Restricted Stock Units^F2,F1	—	Jul 29, 2016	M	30,104	D	—	—	Common Stock	30,104	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Reorganization, dated as of February 10, 2016 (the "Merger Agreement"), between Xenith Bankshares, Inc. ("Legacy Xenith") and Hampton Roads Bankshares, Inc., Legacy Xenith was merged with and into Xenith Bankshares, Inc. (previously, Hampton Roads Bankshares, Inc., "New Xenith"). These restricted stock units vested immediately upon grant and became non-forfeitable upon vesting. The delivery of Legacy Xenith shares was accelerated at the effective time of the merger pursuant to the terms of the Merger Agreement.
F2Each restricted stock unit represented the contingent right to receive one share of common stock of Legacy Xenith.
F3These shares of common stock were held in trust for the benefit of Mr. Layfield's children, for which Mr. Layfield serves as trustee. These shares were converted into 135,322 shares of New Xenith common stock having a market value of $2.05 per share pursuant to the terms of the Merger Agreement.
F4These shares of common stock were converted into 829,686 shares of New Xenith common stock having a market value of $2.05 per share pursuant to the terms of the Merger Agreement.
F5These options were exercisable in three equal annual installments on December 22, 2010, December 22, 2011 and December 22, 2012 and were converted into options to purchase 306,240 shares of New Xenith common stock for $2.62 per share pursuant to the terms of the Merger Agreement.
F6These options were exercisable as follows: 33% on August 2, 2012, 33% on August 2, 2013, and 34% on August 2, 2014, and were converted into options to purchase 44,000 shares of New Xenith common stock for $0.92 per share pursuant to the terms of the Merger Agreement.
F7These options were exercisable in three equal installments on February 23, 2013, February 23, 2014 and February 23, 2015 and were converted into options to purchase 52,800 shares of New Xenith common stock for $0.83 per share pursuant to the terms of the Merger Agreement.
F8These options were exercisable in three equal installments on August 14, 2013, August 14, 2014 and August 14, 2015 and were converted into options to purchase 306,240 shares of New Xenith common stock for $0.95 per share pursuant to the terms of the Merger Agreement.
F9This warrant was converted into a warrant to purchase 306,240 shares of New Xenith common stock for $2.62 per share pursuant to the terms of the Merger Agreement.