SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

THOMSON TODD S

(Last)

(First)

(Middle)

11730 HULL STREET ROAD

(Street)

MIDLOTHIAN

32112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cordia Bancorp Inc [ BVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2014

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

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	06/25/2014		A⁽¹⁾		2,300⁽²⁾	A	$4.2	157,064	D
Common Stock	06/25/2014		C⁽³⁾		11,764⁽³⁾	A	$0.0000	31,764	I	By IRA

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)
Series A Preferred Stock	⁽³⁾	06/25/2014		C⁽³⁾			1.1764	04/10/2014	⁽⁴⁾	Common Stock	11,764	$0.0000	0.0000	I	By IRA
Founders Shares	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	122,000		122,000	D

Explanation of Responses:

1. Represents a grant of shares of common stock in lieu of cash as payment of the reporting person's 2014 annual retainer for Board service.

2. A total of 1,150 shares fully vested at the time of the grant and the additional 1,150 shares will vest in equal monthly installments through the 2014 calendar year.

3. On June 25, 2014, each share of Series A preferred stock converted into shares of common stock. The number of shares of common stock into which each share of Series A preferred stock is convertible is determined by dividing (i) $42,500 by (ii) the applicable $4.25 per share conversion price.

4. Each share of Series A preferred stock converted into shares of common stock as of the close of business of June 25, 2014, the date on which the Company's shareholders approved the issuance of the common stock upon the conversion of the Series A preferred stock in accordance with NASDAQ Stock Market Rule 5635.

5. Founders shares are eligible for performance-based vesting based on the achievement of certain asset size thresholds and performance measures. Any shares for which such asset size and performance measures have not been met by 10/6/2016 will be forfeited. The reporting person may not exercise any voting rights or other rights of a shareholder unless the asset size and performance measures have been satisfied.

	/s/ Aaron M. Kaslow, Power of Attorney	06/27/2014
	** 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.