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