SEC Form 4 · accession 0001209191-16-134576
Xenith Bankshares, Inc. · XBKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A. Mancusi
Director
Period of report
Jul 29, 2016
Accepted (ET)
Aug 1, 2016 · 3:37 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 StockF1,F2,F3 | Jul 29, 2016 | M | 9,924 | — | A | 29,313 | D | |
| Common StockF4 | Jul 29, 2016 | D | 29,313 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (Right to Buy)F5 | $3.90 | Jul 29, 2016 | D | 5,000 | D | — | Feb 2, 2022 | Common Stock | 5,000 | 0 | D |
| Option (Right to Buy)F6 | $4.64 | Jul 29, 2016 | D | 5,000 | D | — | Dec 19, 2022 | Common Stock | 5,000 | 0 | D |
| Restricted Stock UnitsF3,F1 | — | Jul 29, 2016 | M | 4,958 | D | — | — | Common Stock | 4,958 | 0 | D |
| Restricted Stock UnitsF3,F2 | — | Jul 29, 2016 | M | 4,966 | D | — | — | Common Stock | 4,966 | 0 | 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 in 12 equal installments on the last day of each month ending on April 30, 2016. The Legacy Xenith shares 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.
- F2These restricted stock units vest in 12 equal installments on the last day of each month ending on April 30, 2017. The Legacy Xenith shares become non-forfeitable upon vesting. The vesting of unvested Legacy Xenith shares and delivery of Legacy Xenith shares were accelerated at the effective time of the merger pursuant to the terms of the Merger Agreement.
- F3Each restricted stock unit represented the contingent right to receive one share of common stock of Legacy Xenith.
- F4These shares of common stock were converted into 128,977 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 installments on February 2, 2013, February 2, 2014 and February 2, 2015 and were converted into options to purchase 22,000 shares of New Xenith common stock for $0.89 per share pursuant to the terms of the Merger Agreement.
- F6These options were exercisable in three equal installments on December 20, 2013, December 20, 2014, and December 20, 2015 and were converted into options to purchase 22,000 shares of New Xenith common stock for $1.06 per share pursuant to the terms of the Merger Agreement.