SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Reeder Steven A

(Last)

(First)

(Middle)

5930 WATERLOO BRIDGE CIRCLE

(Street)

HAYMARKET

20169

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VIRGINIA COMMERCE BANCORP INC [ vcbi ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		EVP, Chief Deposit Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/31/2014		D		14,383	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Options	$13.7741	01/31/2014		D			11,797	06/16/2006	06/16/2015	Common Stock	11,797	⁽²⁾	0	D
Common Stock Options	$16.7604	01/31/2014		D			6,352	01/11/2007	01/11/2016	Common Stock	6,352	⁽²⁾	0	D
Common Stock Options	$15.9917	01/31/2014		D			6,050	01/16/2008	01/16/2017	Common Stock	6,050	⁽²⁾	0	D
Common Stock Options	$10.6727	01/31/2014		D			11,654	01/30/2009	01/30/2018	Common Stock	11,654	⁽²⁾	0	D
Common Stock Options	$4.31	01/31/2014		D			5,298	01/28/2010	01/28/2019	Common Stock	5,298	⁽²⁾	0	D
Common Stock Options	$6.06	01/31/2014		D			17,932	01/28/2012	01/28/2021	Common Stock	17,932	⁽²⁾	0	D

Explanation of Responses:

1. Effective January 31, 2014, pursuant to an Agreement and Plan of Reorganization, dated as of January 29, 2013, as amended (the Merger Agreement), by and among United Bankshares, Inc. (United), Virginia Commerce Bancorp, Inc. (Virginia Commerce) and George Mason Bankshares, Inc. (George Mason), Virginia Commerce merged with and into George Mason, with George Mason as the surviving company (the Merger). In the Merger, each share of Virginia Commerce common stock converted into the right to receive 0.5442 shares of United common stock.

2. Effective January 31, 2014, pursuant to the Merger Agreement and in connection with the Merger, each option to purchase shares of Virginia Commerce common stock vested and converted into an option to purchase shares of United common stock, adjusted based on the 0.5442 exchange ratio.

	Krista DiVenere as attorney in fact for Steven A. Reeder	01/31/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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