As filed with the Securities and Exchange Commission on April 23, 2015

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	54-1598552
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1051 East Cary Street

Suite 1200

Richmond, Virginia 23219

(Address of Principal Executive Offices) (Zip Code)

Union Bankshares Corporation

Stock and Incentive Plan

(as amended and restated effective April 21, 2015)

(Full title of the plan)

Rachael R. Lape

Senior Vice President and General Counsel

Union Bankshares Corporation

1051 East Cary Street

Suite 1200

Richmond, Virginia 23219

(804) 633-5031

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

Copy to:

Susan S. Ancarrow, Esq.

Troutman Sanders LLP

1001 Haxall Point
P.O. Box 1122
Richmond, Virginia 23218-1122

(804) 697-1861

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)			Proposed maximum offering price per share (3)		Proposed maximum aggregate offering price (3)		Amount of registration fee
Common Stock, par value $1.33 per share		1,500,000	(2)	$	22.62	$	33,930,000	$	3,942.67

(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional and indeterminate number of shares of common stock, par value $1.33 per share (the “Common Stock”), of Union Bankshares Corporation, a Virginia corporation (the “Registrant”), as may be issuable as a result of a stock dividend, stock split, split-up, recapitalization or similar event.
(2)	Represents 1,500,000 shares of Common Stock reserved for future issuance under the Union Bankshares Corporation Stock and Incentive Plan, as amended and restated April 21, 2015 (formerly known as the Union First Market Bankshares Corporation 2011 Stock Incentive Plan) (the “Plan”), as approved by the shareholders of the Registrant on April 21, 2015. The Registrant, which was then known as Union First Market Bankshares Corporation, previously registered 1,000,000 shares of Common Stock for issuance under the Plan on the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 27, 2011 (File No. 333-175808).
(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the Common Stock on April 16, 2015, as quoted on the NASDAQ Global Select Market. Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect to the additional securities registered on this Registration Statement only.

This Registration Statement will become effective upon filing in accordance with Rule 462 under the Securities Act.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by the Registrant to register an additional 1,500,000 shares of Common Stock reserved for issuance under the Union Bankshares Corporation Stock and Incentive Plan, as amended and restated April 21, 2015 (formerly known as the Union First Market Bankshares Corporation 2011 Stock Incentive Plan).

Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement on Form S-8 filed by the Registrant, which was then known as Union First Market Bankshares Corporation, with the Commission on July 27, 2011 (File No. 333-175808) (the “Prior Registration Statement”) and relates to securities of the same class as that to which the Prior Registration Statement relates.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to participants as specified by Rule 428 under the Securities Act.

In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014.

(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in (a) above.

(c) The description of the Registrant’s Common Stock contained in its Registration Statement on Form S-4 (File No. 333-190644) filed under the Securities Act, including any amendment or report filed with the Commission for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein and to be a part hereof shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The laws of the Commonwealth of Virginia pursuant to which the Registrant is incorporated permit it to indemnify its officers and directors against certain liabilities. The Articles of Incorporation of the Registrant provide for the indemnification of each director and officer (including former directors and officers and each person who may have served at the request of the Registrant as a director or officer of any other legal entity and, in all such cases, his or her heirs, executors and administrators) against liabilities (including expenses and counsel fees), fines, penalties and claims reasonably incurred by him or her in connection with any actual or threatened action, suit or proceeding to which he or she may be made party by reason of his or her being or having been a director or officer of the Registrant, except in relation to any action, suit or proceeding in which he or she has been adjudged liable because of willful misconduct or a knowing violation of the criminal law.

The Registrant has purchased officers’ and directors’ liability insurance policies. Within the limits of their coverage, the policies insure (1) the directors and officers of the Registrant against certain losses resulting from claims against them in their capacities as directors and officers to the extent that such losses are not indemnified by the Registrant and (2) the Registrant to the extent that it indemnifies such directors and officers for losses as permitted under the laws of Virginia.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description of the Exhibit
3.1	Articles of Incorporation of Union Bankshares Corporation, as amended April 25, 2014 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on April 29, 2014).
3.2	Bylaws of Union Bankshares Corporation, as amended June 26, 2014 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on July 1, 2014).
5.1	Opinion of Troutman Sanders LLP with respect to the validity of the Common Stock, filed herewith.
23.1	Consent of Yount, Hyde & Barbour, P.C., filed herewith.
23.2	Consent of Troutman Sanders LLP (contained in Exhibit 5.1 hereto).
24.1	Power of Attorney (included on signature page).
99.1	Union Bankshares Corporation Stock and Incentive Plan, as amended and restated April 21, 2015, filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that:

Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to applicable law, the Registrant’s Articles of Incorporation, as such may be amended from time to time, the Registrant’s Bylaws or the Registrant’s indemnification agreements or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on April 21, 2015.

UNION BANKSHARES CORPORATION
By:	/s/ Robert M. Gorman
	Robert M. Gorman
	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints G. William Beale and Robert M. Gorman, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in his or her capacity as a director or officer, or both, of Union Bankshares Corporation, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, including any amendment to this Registration Statement for the purpose of registering additional shares in accordance with General Instruction E to Form S-8, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act necessary or desirable to be done in connection with the above-described matters, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ G. William Beale	President and Chief Executive Officer and	April 21, 2015
G. William Beale	Director (principal executive officer)
/s/ Robert M. Gorman	Executive Vice President and	April 21, 2015
Robert M. Gorman	Chief Financial Officer (principal
	financial and accounting officer)

/s/ Raymond D. Smoot, Jr.	Director and Chairman of the Board of Directors	April 21, 2015
Raymond D. Smoot, Jr.
/s/ Ronald L. Hicks	Director and Vice Chairman of the Board of Directors	April 21, 2015
Ronald L. Hicks
/s/ L. Bradford Armstrong	Director	April 21, 2015
L. Bradford Armstrong
/s/ Glen C. Combs	Director	April 21, 2015
Glen C. Combs
/s/ Beverley E. Dalton	Director	April 21, 2015
Beverley E. Dalton
/s/ Gregory L. Fisher	Director	April 21, 2015
Gregory L. Fisher
/s/ Daniel I. Hansen	Director	April 21, 2015
Daniel I. Hansen
	Director
Jan S. Hoover
/s/ Patrick J. McCann	Director	April 21, 2015
Patrick J. McCann
/s/ W. Tayloe Murphy, Jr.	Director	April 21, 2015
W. Tayloe Murphy, Jr.
/s/ Alan W. Myers	Director	April 21, 2015
Alan W. Myers
/s/ Thomas P. Rohman	Director	April 21, 2015
Thomas P. Rohman
/s/ Linda V. Schreiner	Director	April 21, 2015
Linda V. Schreiner
/s/ Raymond L. Slaughter	Director	April 21, 2015
Raymond L. Slaughter
/s/ Charles W. Steger	Director	April 21, 2015
Charles W. Steger
/s/ Ronald L. Tillett	Director	April 21, 2015
Ronald L. Tillett
/s/ Keith L. Wampler	Director	April 21, 2015
Keith L. Wampler

EXHIBIT INDEX

Exhibit Number	Description of the Exhibit
3.1	Articles of Incorporation of Union Bankshares Corporation, as amended April 25, 2014 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on April 29, 2014).
3.2	Bylaws of Union Bankshares Corporation, as amended June 26, 2014 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on July 1, 2014).
5.1	Opinion of Troutman Sanders LLP with respect to the validity of the Common Stock, filed herewith.
23.1	Consent of Yount, Hyde & Barbour, P.C., filed herewith.
23.2	Consent of Troutman Sanders LLP (contained in Exhibit 5.1 hereto).
24.1	Power of Attorney (included on signature page).
99.1	Union Bankshares Corporation Stock and Incentive Plan, as amended and restated April 21, 2015, filed herewith.