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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cordia Bancorp Inc [ BVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/29/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/29/2013 | J(1) | 7,507 | A | $0.0000 | 154,121(2) | D | |||
Common Stock | 20,000 | I | By IRA |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Founders Shares | (3) | (3) | (3) | Common Stock | 122,000 | 122,000 | D |
Explanation of Responses: |
1. On March 29, 2013, Cordia Bancorp Inc. completed the reorganization of Bank of Virginia into a wholly-owned subsidiary of Cordia Bancorp Inc. pursuant to an Agreement and Plan of Share Exchange between Cordia Bancorp Inc. and Bank of Virginia. Cordia Bancorp Inc. common stock is deemed registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the successor to Bank of Virginia pursuant to subsection (a) of Rule 12g-3 promulgated under the Exchange Act. Pursuant to the Articles of Share Exchange, each share of Bank of Virginia common stock was exchanged for 0.664 of a share of Cordia Bancorp Inc. common stock, rounded down to the nearest whole share. |
2. The amount includes 7,125 shares of restricted stock which will vest in approximately nine equal installments on the first day of each month from May 1, 2013 to January 1, 2104. |
3. Founders shares are eligible for performance-based vesting based on the achievement of certain asset size thresholds and performance measures. Any shares for which such asset size and performance measures have not been met by 10/6/2016 will be forfeited. The reporting person may not exercise any voting rights or other rights of a shareholder unless the asset size and performance measures have been satisfied. |
Remarks: |
thomson-poa.txt |
Sean P. Kehoe, Power of Attorney | 04/02/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |