X0303 4 2010-12-28 0 0001143155 HAMPTON ROADS BANKSHARES INC HMPR 0001503163 ACMO-HR, L.L.C. C/O ANCHORAGE CAPITAL GROUP, L.L.C. 610 BROADWAY, 6TH FLOOR NEW YORK NY 10012 1 0 1 0 0001300714 Anchorage Capital Group, L.L.C. 610 BROADWAY 6TH FLOOR NEW YORK NY 10012 1 0 1 0 0001300711 Anchorage Advisors Management, LLC 610 BROADWAY 6TH FLOOR NEW YORK NY 10012 1 0 1 0 0001300713 Anchorage Capital Master Offshore, Ltd 610 BROADWAY 6TH FLOOR NEW YORK NY 10012 1 0 1 0 0001300650 Davis Anthony Lynn 610 BROADWAY 6TH FLOOR NEW YORK NY 10012 1 0 1 0 0001300710 Ulrich Kevin Michael 610 BROADWAY 6TH FLOOR NEW YORK NY 10012 1 0 1 0 Common Stock, par value $0.01 per share 2010-12-28 4 P 0 26830015 0.40 A 179850205 D Warrant 0.40 2010-12-28 4 J 0 999916 0 A 2010-09-30 2020-09-30 Common Stock, par value $0.01 per share 999916 16693620 D This Form 4 is being filed with respect to the shares of the Issuer's common stock, par value $0.01 per share (the "Common Shares"), by Anchorage Advisors Management, L.L.C., the sole managing member of Anchorage Capital Group, L.L.C., the investment manager to Anchorage Capital Master Offshore, Ltd., the sole member of ACMO-HR, L.L.C. Mr. Davis is the President of Anchorage Capital Group, L.L.C. and a managing member of Anchorage Advisors Management, L.L.C. Mr. Ulrich is the Chief Executive Officer of Anchorage Capital Group, L.L.C. and the other managing member of Anchorage Advisors Management, L.L.C. The Warrant for the purchase of the Common Shares ("Warrant Shares") is held for the account of ACMO-HR, L.L.C. Under the terms of the Warrant, the number of Warrant Shares shall be automatically increased by the number of Common Shares, if any, by which 2% of the Common Shares outstanding immediately after giving effect to the Second Closing (as defined in the Second Amended and Restated Investment Agreement dated August 11, 2010, by and among the Issuer, Carlyle Global Financial Services Partners, L.P. and ACMO-HR, L.L.C.) (and all other transactions occurring prior to or simultaneously therewith) exceeds 15,693,704. On December 28, 2010, ACMO-HR, L.L.C. received notice that an adjustment has been made, and is reporting such adjustment on this Form. Each of the Reporting Persons may be deemed to be a beneficial owner of the Common Shares, the Warrant and the Warrant Shares for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"). Each of the Reporting Persons disclaims beneficial ownership thereof within the meaning of Rule 16a-1(a)(2) under the Exchange Act except to the extent, if any, of its pecuniary interest therein. ANCHORAGE ADVISORS MANAGEMENT, L.L.C. By: /s/ Kevin M. Ulrich, Managing Member 2010-12-30 ANCHORAGE CAPITAL GROUP, L.L.C. By: /s/ Natalie Birrell, Chief Operating Officer 2010-12-30 ANCHORAGE CAPITAL MASTER OFFSHORE, LTD. By: /s/ Natalie Birrell, Director 2010-12-30 ACMO-HR, L.L.C. By: Anchorage Capital Master Offshore, Ltd., its sole member By: Anchorage Capital Group, L.L.C., its investment manager By: /s/ Natalie Birrell, Chief Operating Officer 2010-12-30 /s/ Anthony L. Davis 2010-12-30 /s/ Kevin M. Ulrich 2010-12-30