SEC Form 4 · accession 0001209191-16-134584
Xenith Bankshares, Inc. · XBKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas G Snead Jr.
Director
Period of report
Jul 29, 2016
Accepted (ET)
Aug 1, 2016 · 3:43 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 | 14,374 | — | A | 25,434 | D | |
| Common StockF4 | Jul 29, 2016 | D | 65,250 | — | D | 0 | I | By The 2012 Generation Skipping Trust |
| Common StockF5 | Jul 29, 2016 | D | 25,434 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F1 | — | Jul 29, 2016 | M | 7,024 | D | — | — | Common Stock | 7,024 | 0 | D |
| Restricted Stock UnitsF3,F2 | — | Jul 29, 2016 | M | 7,350 | D | — | — | Common Stock | 7,350 | 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 Legacy Xenith common stock were held in the 2012 Generation Skipping Trust for which Mr. Snead serves as investment manager. These shares of Legacy Xenith common stock were converted into 287,100 shares of New Xenith common stock having a market value of $2.05 per share pursuant to the terms of the Merger Agreement.
- F5These shares of Legacy Xenith common stock were converted into 111,909 shares of New Xenith common stock having a market value of $2.05 per share pursuant to the terms of the Merger Agreement.