| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HAMPTON ROADS BANKSHARES INC [ HMPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.01 per share | 12/28/2010 | P | 36,819,012 | A | $0.4 | 151,042,787 | I(1)(2)(3)(4) | Held by CapGen Capital Group VI LP | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrant to Purchase Common Stock | $0.4 | 12/28/2010 | J | 499,958 | 09/30/2010 | 09/30/2020 | Common Stock | 499,958 | (5) | 8,346,810 | I(2)(3)(4) | Held by CapGen Capital Group VI LP | |||
| Warrant to Purchase Common Stock | $0.4 | 12/28/2010 | J | 249,979 | (6) | 09/30/2020 | Common Stock | 249,979 | (5) | 4,173,405 | I(2)(3)(4) | Held by CapGen Capital Group VI LP | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Capital Group VI LP ("CapGen LP") acquired the shares of common stock, par value $0.01 per share (the "Common Stock"), of Hampton Roads Bankshares, Inc. (the "Issuer") on December 28, 2010. CapGen Capital Group VI LLC ("CapGen LLC") is the sole general partner of CapGen LP. Mr. Eugene A. Ludwig is the managing member of CapGen LLC. |
| 2. CapGen LP directly owns the warrants ("Warrants") to purchase the Common Stock or shares of Common Stock on this row. |
| 3. As the sole general partner of CapGen LP, CapGen LLC may be deemed to be the indirect beneficial owner of the shares of Common Stock or Warrants on this row under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, CapGen LLC disclaims that it is the beneficial owner of such shares or Warrants, except to the extent of its pecuniary interest. |
| 4. As the managing member of CapGen LLC, Mr. Ludwig may be deemed to be the indirect beneficial owner of the shares of Common Stock or Warrants under Rule 16a-1(a)(2) promulgated under the Exchange Act. As a principal member and member of the investment committee of CapGen LLC, the general partner of CapGen LP, Mr. Goldstein may be deemed to be the indirect beneficial owner of such shares or Warrants under Rule 16a-1(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of Mr. Ludwig and Mr. Goldstein disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest. |
| 5. On September 30, 2010, the Issuer issued to CapGen LP (i) a warrant (the "1.0% Warrant") to purchase up to 7,846,852 shares of Common Stock at an exercise or strike price of $0.40 per share and (ii) a warrant (the "0.5% Warrant") to purchase up to 3,923,426 shares of Common Stock at an exercise or strike price of $0.40 per share. Pursuant to the terms of the 1.0% Warrant and the 0.5% Warrant, on December 28, 2010, the number of shares of Common Stock exercisable pursuant to the 1.0% Warrant and the 0.5% Warrant automatically increased by 499,958 shares and 249,979 shares, respectively. |
| 6. The Warrants on this row are exercisable, in whole or in part by CapGen LP, at any time or from time to time after the earlier of (i) the written stay, modification, termination or suspension by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of Richmond or its delegee and the Virginia Bureau of Financial Institutions (the "BFI") of the Issuer's written agreement with the Federal Reserve Bank of Richmond and the BFI, dated as of June 9, 2010 and (ii) the occurrence of a sale event (as defined in the Warrant). |
| Remarks: |
| On October 4, 2010, the Issuer appointed Mr. Robert Goldstein to the board of directors. CapGen LP, CapGen LLC and Mr. Ludwig disclaim their status as directors by deputization by virtue of Mr. Goldstein's position as a member of the board of directors of the Issuer. |
| /s/ Robert B. Goldstein | 12/30/2010 | |
| /s/ Eugene A. Ludwig | 12/30/2010 | |
| /s/ Eugene A. Ludwig as the managing member of CAPGEN CAPITAL GROUP VI LLC, the general partner of CAPGEN CAPITAL GROUP VI LP | 12/30/2010 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||