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^*

Hodges John C

(Last)

(First)

(Middle)

P.O. BOX 5

(Street)

WHITESTONE

22578

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BAY BANKS OF VIRGINIA INC [ BAYK ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2021

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	01/29/2021		M		500	A	$4.55	8,620	D
Common Stock	01/29/2021		M		500	A	$5.37	9,120	D
Common Stock	01/31/2021		D		9,120	D	⁽¹⁾	0	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)
Stock Option	$4.55	01/29/2021		M			500	11/19/2011	11/19/2021	Common Stock	500	$0	0	D
Stock Option	$5.37	01/29/2021		M			500	02/10/2015	02/10/2025	Common Stock	500	$0	0	D
Stock Option	$5.25	01/31/2021		D			1,000	02/21/2013	02/21/2023	Common Stock	1,000	⁽²⁾	0	D
Stock Option	$5.99	01/31/2021		D			500	03/28/2014	03/28/2024	Common Stock	500	⁽²⁾	0	D
Stock Option	$5.76	01/31/2021		D			500	01/22/2016	01/22/2026	Common Stock	500	⁽²⁾	0	D
Stock Option	$8.3	01/31/2021		D			500	02/21/2017	02/21/2027	Common Stock	500	⁽²⁾	0	D
Stock Option	$1,035	01/31/2021		D			500	12/07/2017	12/07/2027	Common Stock	500	⁽²⁾	0	D
Stock Option	$8.08	01/31/2021		D			1,000	05/20/2019	05/20/2029	Common Stock	1,000	⁽²⁾	0	D

Explanation of Responses:

1. Effective January 31, 2021, pursuant to an Agreement and Plan of Reorganization, dated as of August 12, 2020, as amended on November 6, 2020 (the "Merger Agreement"), between the Bay Banks of Virginia, Inc. ("Bay Banks") and Blue Ridge Bankshares, Inc. ("Blue Ridge"), Bay Banks merged with and into Blue Ridge, with Blue Ridge as the surviving company (the "Merger"). In the Merger, each share of Bay Banks common stock converted into 0.50 shares of Blue Ridge common stock.

2. This option was converted into an option to purchase shares of Blue Ridge common stock equal to the number of shares of Bay Banks common stock subject to such option multiplied by 0.50, at an exercise price equal to the exercise price of such option divided by 0.50.

	/s/ John C. Hodges	02/02/2021
	** 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).
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