SEC Form 4 · accession 0001209191-16-134578
Xenith Bankshares, Inc. · XBKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas W. Osgood
Officer — EVP/CFO/CAO/Treasurer
Period of report
Jul 29, 2016
Accepted (ET)
Aug 1, 2016 · 3:39 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 | Jul 29, 2016 | M | 9,179 | — | A | 93,834 | D | |
| Common StockF3 | Jul 29, 2016 | D | 93,834 | — | 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)F4 | $11.49 | Jul 29, 2016 | D | 34,800 | D | — | May 7, 2019 | Common Stock | 34,800 | 0 | D |
| Option (Right to Buy)F5 | $4.50 | Jul 29, 2016 | D | 5,000 | D | — | Apr 3, 2021 | Common Stock | 5,000 | 0 | D |
| Option (Right to Buy)F6 | $3.61 | Jul 29, 2016 | D | 7,500 | D | — | Feb 22, 2022 | Common Stock | 7,500 | 0 | D |
| Option (Right to Buy)F7 | $4.15 | Jul 29, 2016 | D | 34,800 | D | — | Aug 14, 2022 | Common Stock | 34,800 | 0 | D |
| WarrantF8 | $11.49 | Jul 29, 2016 | D | 34,800 | D | — | May 7, 2019 | Common Stock | 34,800 | 0 | D |
| Restricted Stock UnitsF2,F1 | — | Jul 29, 2016 | M | 9,179 | D | — | — | Common Stock | 9,179 | 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 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 converted into 412,869 shares of New Xenith common stock having a market value of $2.05 per share pursuant to the terms of the Merger Agreement.
- F4These 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 153,120 shares of New Xenith common stock for $2.62 per share pursuant to the terms of the Merger Agreement.
- F5These options were exercisable in three equal annual installments on April 4, 2012, April 4, 2013, and April 4, 2014 and were converted into options to purchase 22,000 shares of New Xenith common stock for $1.03 per share pursuant to the terms of the Merger Agreement.
- F6These 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 33,000 shares of New Xenith common stock for $0.83 per share pursuant to the terms of the Merger Agreement.
- F7These 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 153,120 shares of New Xenith common stock for $0.95 per share pursuant to the terms of the Merger Agreement.
- F8This warrant was converted into a warrant to purchase 153,120 shares of New Xenith common stock for $2.62 per share pursuant to the terms of the Merger Agreement.