SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
D.B. ZWIRN & CO., L.P.

(Last) (First) (Middle)
745 FIFTH AVENUE
18TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2007
3. Issuer Name and Ticker or Trading Symbol
Community Bankers Acquisition Corp. [ BTC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks below
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share (the "Common Stock") 961,409 I(1)(2) See footnotes below(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
D.B. ZWIRN & CO., L.P.

(Last) (First) (Middle)
745 FIFTH AVENUE
18TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks below
1. Name and Address of Reporting Person*
ZWIRN DANIEL B

(Last) (First) (Middle)
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks below
1. Name and Address of Reporting Person*
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.

(Last) (First) (Middle)
C/O GOLDMAN SACHS (CAYMAN) TRUST, LTD.
HARBOUR CENTRE, 2ND FLOOR

(Street)
GRAND CAYMAN E9 PO BOX 896

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks below
1. Name and Address of Reporting Person*
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

(Last) (First) (Middle)
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks below
1. Name and Address of Reporting Person*
ZWIRN HOLDINGS, LLC

(Last) (First) (Middle)
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks below
1. Name and Address of Reporting Person*
DBZ GP, LLC

(Last) (First) (Middle)
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks below
Explanation of Responses:
1. D.B. Zwirn & Co., L.P., a Delaware limited partnership, is the manager of (i) D.B. Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership (a "Fund"), which holds 354,353 shares of Common Stock and (ii) D.B. Zwirn Special Opportunities Fund, Ltd., a Cayman Islands company (together with D.B. Zwirn Special Opportunities Fund, L.P., the "Funds"), which holds 607,056 shares of Common Stock.
2. As the manager of the Funds, D.B. Zwirn & Co., L.P. may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Remarks:
Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer'soutstanding Common Stock. The Power of Attorney executed by Daniel B. Zwirn, authorizing Lawrence D. Cutler to sign and file this Form 3 on Daniel B. Zwirn's behalf, which was filed with the Schedule 13G/A filed with the Securities and Exchange Commission on September 28, 2007 by D.B. Zwirn & Co., L.P. with respect to the common stock of the Issuer, is hereby incorporated by reference.
D.B. ZWIRN & CO, L.P., By: DBZ GP, LLC, its General Partner, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory 10/02/2007
DANIEL B. ZWIRN, By: /s/ Lawrence D. Cutler, as Attorney-in-Fact for Daniel B. Zwirn 10/02/2007
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD., By: D.B. Zwirn & Co., L.P., By: DBZ GP, LLC, its General Partner, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory 10/02/2007
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. By: D.B. Zwirn & Co., L.P., By: DBZ GP, LLC, its General Partner, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory 10/02/2007
ZWIRN HOLDINGS, LLC, By: /s/ Lawrence D. Cutler, Authorized Signatory 10/02/2007
DBZ GP, LLC, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory 10/02/2007
** 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 5 (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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