0001209191-18-000520.txt : 20180103 0001209191-18-000520.hdr.sgml : 20180103 20180103112310 ACCESSION NUMBER: 0001209191-18-000520 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180101 FILED AS OF DATE: 20180103 DATE AS OF CHANGE: 20180103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAJIKES LINDA CENTRAL INDEX KEY: 0001681002 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32968 FILM NUMBER: 18503868 MAIL ADDRESS: STREET 1: ONE JAMES CENTER STREET 2: 901 E. CARY STREET, SUITE 1700 CITY: RICHMOND STATE: VA ZIP: 23219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Xenith Bankshares, Inc. CENTRAL INDEX KEY: 0001143155 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 542053718 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE JAMES CENTER STREET 2: 901 E. CARY STREET, SUITE 1700 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: (804) 433-2200 MAIL ADDRESS: STREET 1: ONE JAMES CENTER STREET 2: 901 E. CARY STREET, SUITE 1700 CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: HAMPTON ROADS BANKSHARES INC DATE OF NAME CHANGE: 20010619 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-01-01 1 0001143155 Xenith Bankshares, Inc. XBKS 0001681002 MAJIKES LINDA 901 E. CARY STREET, SUITE 1700 RICHMOND VA 23219 0 1 0 0 SVP/Chief HR Officer Common Stock 2018-01-01 4 D 0 6272 D 0 D Common Stock 2018-01-01 4 D 0 704 D 0 I By spouse's retirement account Common Stock 2018-01-01 4 D 0 66 D 0 I By son Restricted Stock Units 0.00 2018-01-01 4 D 0 156 0.00 D Common Stock 156 0 D Pursuant to the Agreement and Plan of Reorganization (the "Merger Agreement") between Xenith Bankshares, Inc. ("Xenith") and Union Bankshares Corporation ("Union"), Xenith was merged with and Union (the "Merger") on January 1, 2018. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Xenith common stock that was outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.9354 shares of Union common stock (the "Exchange Ratio") and cash in lieu of any fractional shares (together, the "Merger Consideration"). Pursuant to the Merger Agreement, at the effective time of the Merger, these shares of Xenith common stock were converted into the right to receive 5,867 shares of Union common stock having a market value of $33.83 per share. Pursuant to the Merger Agreement, at the effective time of the Merger, these shares of Xenith common stock were converted into the right to receive 659 shares of Union common stock having a market value of $33.83 per share. Pursuant to the Merger Agreement, at the effective time of the Merger, these shares of Xenith common stock were converted into the right to receive 62 shares of Union common stock having a market value of $33.83 per share. Pursuant to the Merger Agreement, at the effective time of the Merger, each Xenith restricted stock unit that was outstanding and unsettled, unvested or contingent immediately prior to the effective time of the Merger vested fully and was converted into the right to receive, without interest, the Merger Consideration payable in respect of each share of Xenith common stock underlying such Xenith restricted stock unit. /s/ Thomas W. Osgood, attorney-in-fact 2018-01-03