0001209191-18-000745.txt : 20180103
0001209191-18-000745.hdr.sgml : 20180103
20180103152601
ACCESSION NUMBER: 0001209191-18-000745
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: Reed Scott A.
CENTRAL INDEX KEY: 0001473236
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32968
FILM NUMBER: 18504922
MAIL ADDRESS:
STREET 1: 901 E. CARY STREET
STREET 2: ONE JAMES CENTER, 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
0001473236
Reed Scott A.
901 E. CARY STREET
SUITE 1700
RICHMOND
VA
23219
1
0
0
0
Common Stock
2018-01-01
4
D
0
19453
D
0
D
Common Stock
2018-01-01
4
D
0
1443200
D
0
I
BCP Fund I Virginia Holdings, LLC
Warrant
26.20
2018-01-01
4
D
0
172260
D
2019-05-07
Common Stock
172260
0
I
BCP Fund I Virginia Holdings, LLC
Option (right to buy)
26.20
2018-01-01
4
D
0
1914
D
2019-05-07
Common Stock
1914
0
D
Option (right to buy)
10.30
2018-01-01
4
D
0
1320
D
2021-04-03
Common Stock
1320
0
D
Option (right to buy)
8.00
2018-01-01
4
D
0
2200
D
2022-02-22
Common Stock
2200
0
D
Option (right to buy)
10.60
2018-01-01
4
D
0
2200
D
2022-08-14
Common Stock
2200
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 18,196 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 1,349,969 shares of Union common stock having a market value of $33.83 per share.
These securities were held by BCP Fund I Virginia Holdings, LLC ("BCP Fund LLC"), which is the direct beneficial owner of the shares. BankCap Partners Fund I, L.P. ("BankCap Partners Fund") is the sole member of BCP Fund LLC. The general partner of BankCap Partners Fund is BankCap Partners GP, L.P. ("BankCap Partners GP"). The general partner of BankCap Partners GP is BankCap Equity Fund, LLC ("BankCap LLC"). Mr. Reed is a manager of BankCap LLC. BankCap Partners Fund, BankCap Partners GP, BankCap LLC and Mr. Reed are indirect beneficial owners of these shares of Legacy Xenith common stock. Mr. Reed shares voting and investment control over the shares beneficially owned by BCP Fund LLC.
This warrant was immediately exercisable. Pursuant to the Merger Agreement, at the effective time of the Merger, this warrant converted into a warrant to purchase 161,260 shares of Union common stock for $28.01 per share.
These options were exercisable in three equal annual installments on December 22, 2010, December 22, 2011 and December 22, 2012. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $15,982, subject to any applicable withholdings.
These options were exercisable in three equal annual installments on April 4, 2012, April 4, 2013, and April 4, 2014. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $32,010, subject to any applicable withholdings.
These options were exercisable in three equal installments on December 22, 2012, December 22, 2013, and December 22, 2014. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $58,410, subject to any applicable withholdings.
These options were exercisable in three equal installments on December 20, 2013, December 20, 2014, and December 20, 2015. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $52,690, subject to any applicable withholdings.
/s/ Thomas W. Osgood, attorney-in-fact
2018-01-03