SEC FORM 4/A

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^*

PACK KEVIN W

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	NEO Pres CEO of Gateway Bk Mtg

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/14/2010

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		85,117	A	$0.4	122,617	D
Common Stock	12/10/2010		X		13,591	A	$0.4	16,436	I	Retirement Account⁽¹⁾
Common Stock	12/10/2010		X		9,818	A	$0.4	34,270	I	Retirement Account⁽²⁾
Common Stock	12/10/2010		X		17,745	A	$0.4	25,563	I	Investment Account⁽³⁾

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			85,117	09/29/2010	12/10/2010	Common Stock	85,117	$0	0	D
Subscription Rights (right to buy)	$0.4	12/10/2010		X			9,818	09/29/2010	12/10/2010	Common Stock	9,818	$0	0	I	Retirement Account⁽²⁾
Subscription Rights (right to buy)	$0.4	12/10/2010		X			17,745	09/29/2010	12/10/2010	Common Stock	17,745	$0	0	I	Investment Account⁽³⁾

Explanation of Responses:

1. Shares held in Gateway Bank and Trust Company Employee's Savings & Profit Sharing Plan and Trust for the benefit of Kevin Pack.

2. Shares held in the Gateway Investments IRA account for the benefit of Kevin Pack.

3. Shares held in a Gateway Investments stock account for the benefit of Kevin Pack.

Remarks:

Exercise of subscription rights in pro rata rights offering by issuer, exempt from Section 16(b) by virtue of Rule 16b-6(b). This Form 4/A amends the previously filed Form 4 by amending Column 5 of Line 2 and adding lines 1, 3 and 4 to Table I. The previously filed Form 4 contained a miscalculation in Column 5 of Line 2, and also failed to disclose the transactions contained in Lines 1, 3 and 4. This Form 4/A amends the previously filed Form 4 by adding lines 1, 2 and 3 to Table II. The previously filed Form 4 failed to disclose the transactions contained in Lines 1, 2 and 3.

	/s/ Wendy W. Small, Attorney in Fact for Kevin W. Pack	04/11/2011
	** 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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