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^*

WITT W LEWIS

(Last)

(First)

(Middle)

999 WATERSIDE DRIVE, SUITE 200

(Street)

NORFOLK

23510

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2010

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	12/10/2010		X		334,992	A	$0.4	335,664	I	Benefit Plan⁽¹⁾
Common Stock	12/10/2010		X		14,020	A	$0.4	20,197.19	I	Company Investment⁽²⁾
Common Stock	12/10/2010		X		40,107	A	$0.4	57,777.93	D
Common Stock	12/10/2010		X		15,754	A	$0.4	22,965.36	I	Retirement Plan⁽³⁾
Common Stock	12/10/2010		X		4,373	A	$0.4	6,300.62	I	Retirement Plan⁽⁴⁾
Common Stock	12/10/2010		X		104,773	A	$0.4	150,933	I	Benefit Plan⁽⁵⁾
Common Stock	12/10/2010		X		1,068	A	$0.4	1,538.93	I	TOD Account⁽⁶⁾

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)
Subscription Rights (right to buy)	$0.4	12/10/2010		X			334,992	09/29/2010	12/10/2010	Common Stock	334,992	$0	0	I	Benefit Plan⁽¹⁾
Subscription Rights (right to buy)	$0.4	12/10/2010		X			14,020	09/29/2010	12/10/2010	Common Stock	14,020	$0	0	I	Company Investment⁽²⁾
Subscription Rights (right to buy)	$0.4	12/10/2010		X			40,107	09/29/2010	12/10/2010	Common Stock	40,107	$0	0	D
Subscription Rights (right to buy)	$0.4	12/10/2010		X			15,754	09/29/2010	12/10/2010	Common Stock	15,754	$0	0	I	Retirement Plan⁽³⁾
Subscription Rights (right to buy)	$0.4	12/10/2010		X			4,373	09/29/2010	12/10/2010	Common Stock	4,373	$0	0	I	Retirement Plan⁽⁴⁾
Subscription Rights (right to buy)	$0.4	12/10/2010		X			104,773	09/29/2010	12/10/2010	Common Stock	104,773	$0	0	I	Retirement Plan⁽⁵⁾
Subscription Rights (right to buy)	$0.4	12/10/2010		X			1,068	09/29/2010	12/10/2010	Common Stock	1,068	$0	0	I	TOD Account⁽⁶⁾

Explanation of Responses:

1. Shares held by the Hampton Roads Bankshares, Inc. Amended and Restated Directors Deferred Compensation Plan.

2. Shares held by Inner-View Ltd., of which Mr. Witt is owner and President.

3. Shares held in a retirement account for the benefit of Judith W. Witt, spouse of W. Lewis Witt.

4. Shares held in a retirement account for the benefit of W. Lewis Witt.

5. Shares held in a ROTH IRA for the benefit of W. Lewis Witt.

6. Shares held in a TOD Registration account for the benefit of Judith W. Witt.

Remarks:

Exercise of subscription rights in pro rata rights offering by issuer, exempt from Section 16(b) by virtue of Rule 16b-6(b).

	/s/ Wendy W. Small, Attorney in Fact for W. Lewis Witt	12/14/2010
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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