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^*

Cottrell Wellington W. III

(Last)

(First)

(Middle)

901 E. CARY STREET, SUITE 1700

(Street)

RICHMOND

23219

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HAMPTON ROADS BANKSHARES INC [ HMPR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2016

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	07/29/2016		A		283,619	A	⁽¹⁾	283,619	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)
Option (right to buy)	$2.62	07/29/2016		A		76,560		⁽²⁾	05/07/2019	Common Stock	76,560	⁽²⁾	76,560	D
Option (right to buy)	$1.03	07/29/2016		A		22,000		⁽³⁾	04/03/2021	Common Stock	22,000	⁽³⁾	22,000	D
Option (right to buy)	$0.83	07/29/2016		A		33,000		⁽⁴⁾	02/22/2022	Common Stock	33,000	⁽⁴⁾	33,000	D
Option (right to buy)	$0.95	07/29/2016		A		76,560		⁽⁵⁾	08/14/2022	Common Stock	76,560	⁽⁵⁾	76,560	D
Warrant	$2.62	07/29/2016		A		61,248		⁽⁶⁾	05/07/2019	Common Stock	61,248	⁽⁶⁾	61,248	D

Explanation of Responses:

1. Received in exchange for 64,459 shares of Xenith Bankshares, Inc. ("Legacy Xenith") pursuant to the terms of the Agreement and Plan of Reorganization, dated as of February 10, 2016 (the "Merger Agreement"), between Legacy Xenith and Hampton Roads Bankshares, Inc., Legacy Xenith was merged with and into Xenith Bankshares, Inc. (previously, Hampton Roads Bankshares, Inc., "New Xenith"). On the effective date of the merger, the closing price of Legacy Xenith's common stock was $8.90 per share, and the closing price of New Xenith's common stock was $2.05 per share.

2. These options were converted from options to purchase 17,400 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and were fully exercisable.

3. These options were converted from options to purchase 5,000 shares of Legacy Xenith common stock for $4.50 per share pursuant to the terms of the Merger Agreement and were fully exercisable.

4. These options were converted from options to purchase 7,500 shares of Legacy Xenith common stock for $3.61 per share pursuant to the terms of the Merger Agreement and were fully exercisable.

5. These options were converted from options to purchase 17,400 shares of Legacy Xenith common stock for $4.15 per share pursuant to the terms of the Merger Agreement and were fully exercisable.

6. This warrant was converted from a warrant to purchase 13,920 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and was immediately exercisable.

	/s/ Thomas W. Osgood, attorney-in-fact	08/02/2016
	** Signature of Reporting Person	Date
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