*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP No. 409321106
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1.
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Names of Reporting Persons.
CapGen Capital Group VI LP
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) £ (b) x
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3.
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SEC Use Only
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||
4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
£
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||
6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
6,375,584 (1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
6,375,584 (1)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,375,584 (1)
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
£
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||
13.
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Percent of Class Represented by Amount in Row (11)
19.2% (2)
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14.
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Type of Reporting Person (See Instructions)
PN
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(1)
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Does not include any shares of Common Stock (as defined herein) that may be purchased by CapGen Capital Group VI LP (“CapGen LP”) in the Capital Raise (as defined herein) or the 166,937 shares of Common Stock issuable pursuant to the 0.5% Warrant (as defined herein). Includes 333,872 shares of Common Stock issuable pursuant to the 1% Warrant (as defined herein).
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(2)
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The calculation of the percentage of outstanding shares is based on 34,561,145 shares of Common Stock outstanding as of May 17, 2012, as disclosed by the Issuer (as defined herein) in its Preliminary Proxy Statement on Schedule 14A filed May 21, 2012 (the “Proxy Statement”), and assumes the exercise of the 1% Warrant by CapGen LP for 333,872 shares of Common Stock.
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CUSIP No. 409321106
|
|||
1.
|
Names of Reporting Persons.
CapGen Capital Group VI LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) £ (b) x
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
£
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
6,375,584 (1)
|
|
8.
|
Shared Voting Power
0
|
||
9.
|
Sole Dispositive Power
6,375,584 (1)
|
||
10.
|
Shared Dispositive Power
0
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,375,584 (1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
£
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
19.2% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
Does not include any shares of Common Stock (as defined herein) that may be purchased by CapGen LP in the Capital Raise or the 166,937 shares of Common Stock issuable pursuant to the 0.5% Warrant. Includes 333,872 shares of Common Stock issuable pursuant to the 1% Warrant.
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(2)
|
The calculation of the percentage of outstanding shares is based on 34,561,145 shares of Common Stock outstanding as of May 17, 2012, as disclosed by the Issuer in the Proxy Statement, and assumes the exercise of the 1% Warrant by CapGen LP for 333,872 shares of Common Stock.
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3
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CUSIP No. 409321106
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|||
1.
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Names of Reporting Persons.
Eugene A. Ludwig
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) £ (b) x
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||
3.
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SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
OO
|
||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
£
|
||
6.
|
Citizenship or Place of Organization
United States
|
||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
6,375,584 (1)
|
||
9.
|
Sole Dispositive Power
0
|
||
10.
|
Shared Dispositive Power
6,375,584 (1)
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,375,584 (1)
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
£
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
19.2% (2)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1) |
Does not include any shares of Common Stock that may be purchased by CapGen LP in the Capital Raise or the 166,937 shares of Common Stock issuable pursuant to the 0.5% Warrant. Includes 333,872 shares of Common Stock issuable pursuant to the 1% Warrant.
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(2)
|
The calculation of the percentage of outstanding shares is based on 34,561,145 shares of Common Stock outstanding as of May 17, 2012, as disclosed by the Issuer in the Proxy Statement, and assumes the exercise of the 1% Warrant by CapGen LP for 333,872 shares of Common Stock.
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4
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Reporting Person
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Amount Beneficially Owned (1)
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Percent of Class
|
Sole Power to Vote or Direct the Vote(1)
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Shared Power to Vote or Direct the Vote(1)
|
Sole Power to Dispose or to Direct the Disposition(1)
|
Shared Power to Dispose or to Direct the Disposition(1)
|
CapGen Capital Group VI LP
|
6,375,584
|
19.2%
|
6,375,584
|
0
|
6,375,584
|
0
|
CapGen Capital Group VI LLC
|
6,375,584
|
19.2%
|
6,375,584
|
0
|
6,375,584
|
0
|
Eugene A. Ludwig
|
6,375,584
|
19.2%
|
0
|
6,375,584
|
0
|
6,375,584
|
(1) |
Does not include any shares of Common Stock that may be purchased by CapGen LP in the Capital Raise or the 166,937 shares of Common Stock issuable pursuant to the 0.5% Warrant. Includes 333,872 shares of Common Stock issuable pursuant to the 1% Warrant.
|
(2)
|
The calculation of the percentage of outstanding shares is based on 34,561,145 shares of Common Stock outstanding as of May 17, 2012, as disclosed by the Issuer in the Proxy Statement, and assumes the exercise of the 1% Warrant by CapGen LP for 333,872 shares of Common Stock.
|
·
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shareholder approval of the sale and issuance of Common Stock in the Capital Raise and the other transactions contemplated by the Standby Purchase Agreement;
|
·
|
shareholder approval of the amendment to the Articles of Incorporation of the Issuer to reduce the shareholder vote required for certain extraordinary corporate actions under certain circumstances from approval by a two-thirds supermajority to approval by the vote of a majority of the votes entitled to be cast on such transactions;
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·
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a determination that the Issuer has met certain corporate governance undertakings to add four new independent and qualified directors to the Board of Directors;
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·
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the delivery of an opinion from KPMG that the Capital Raise will not constitute an “ownership change” within the meaning of Section 283 of the Internal Revenue Code; and
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·
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each of the other Investors have complied with their obligations to fund the purchase price for the shares of Common Stock they are purchasing in the Private Placement or the Standby Purchase, as applicable, into an escrow account designated by the Issuer.
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Exhibit 8
|
Joint Filing Agreement, dated May 23, 2012, by and among CapGen Capital Group VI LP, CapGen Capital Group VI LLC and Eugene A. Ludwig.
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Exhibit 9
|
Standby Purchase Agreement, dated May 21, 2012, by and among Hampton Roads Bankshares, Inc., Carlyle Financial Services Harbor, L.P., CapGen Capital Group VI LP and ACMO-HR, L.L.C. (filed as Appendix A to the Issuer’s May 21, 2012 Preliminary Proxy Statement on Schedule 14A and incorporated herein by reference).
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CAPGEN CAPITAL GROUP VI LP
|
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By: CAPGEN CAPITAL GROUP VI LLC,
its general partner
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
|
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Title:
|
Managing Member
|
CAPGEN CAPITAL GROUP VI LLC
|
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By:
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/s/ Eugene A. Ludwig
|
|
Name:
|
Eugene A. Ludwig
|
|
Title:
|
Managing Member
|
EUGENE A. LUDWIG
|
||
By:
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/s/ Eugene A. Ludwig
|
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Name:
|
Eugene A. Ludwig
|
Exhibit | Title |
Exhibit 8
|
Joint Filing Agreement, dated May 23, 2012, by and among CapGen Capital Group VI LP, CapGen Capital Group VI LLC and Eugene A. Ludwig.
|
Exhibit 9
|
Standby Purchase Agreement, dated May 21, 2012, by and among Hampton Roads Bankshares, Inc., Carlyle Financial Services Harbor, L.P., CapGen Capital Group VI LP and ACMO-HR, L.L.C. (filed as Appendix A to the Issuer’s May 21, 2012 Preliminary Proxy Statement on Schedule 14A and incorporated herein by reference).
|
CAPGEN CAPITAL GROUP VI LP
|
|||
By:
|
CAPGEN CAPITAL GROUP VI LLC,
|
||
its general partner
|
|||
By:
|
/s/ Eugene A. Ludwig
|
||
Name:
|
Eugene A. Ludwig
|
||
Title:
|
Managing Member
|
||
CAPGEN CAPITAL GROUP VI LLC
|
|||
By:
|
/s/ Eugene A. Ludwig
|
||
Name:
|
Eugene A. Ludwig
|
||
Title:
|
Managing Member
|
||
EUGENE A. LUDWIG
|
|||
By:
|
/s/ Eugene A. Ludwig
|
||
Name:
|
Eugene A. Ludwig
|
||