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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Callaghan William (Last) (First) (Middle) 901 E. CARY STREET, SUITE 1700 (Street) RICHMOND VA 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) Senior VP and CIO
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/29/2016		A		73,066	A	(1)	73,066	D
Common Stock	07/29/2016		F		13,477	D	(2)	59,589	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$2.62	07/29/2016		A		53,592		(3)	05/07/2019	Common Stock	53,592	(3)	53,592	D
Option (right to buy)	$1.03	07/29/2016		A		15,400		(4)	04/03/2021	Common Stock	15,400	(4)	15,400	D
Option (right to buy)	$0.83	07/29/2016		A		15,400		(5)	02/22/2022	Common Stock	15,400	(5)	15,400	D
Option (right to buy)	$0.95	07/29/2016		A		53,592		(6)	08/14/2022	Common Stock	53,592	(6)	53,592	D

Explanation of Responses:

1. Received in exchange for 16,606 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. For purposes of determining the holder's tax liability, the closing price of Legacy Xenith's common stock on the day prior to the effective date of the merger, or $8.67 per share, was used. For purposes of withholding shares of New Xenith to satisfy the tax liability, the average of the closing-sale prices of Hampton Roads Bankshares, Inc.'s common stock on the NASDAQ Global Select Market as reported by The Wall Street Journal for the five full trading days ending on the day preceding the effective date of the merger, or $1.958 per share, was used.

3. These options were converted from options to purchase 12,180 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and were fully exercisable.

4. These options were converted from options to purchase 3,500 shares of Legacy Xenith common stock for $4.50 per share pursuant to the terms of the Merger Agreement and were fully exercisable.

5. These options were converted from options to purchase 3,500 shares of Legacy Xenith common stock for $3.61 per share pursuant to the terms of the Merger Agreement and were fully exercisable.

6. These options were converted from options to purchase 12,180 shares of Legacy Xenith common stock for $4.15 per share pursuant to the terms of the Merger Agreement and were fully exercisable.

	/s/ Thomas W. Osgood, attorney-in-fact	08/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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