0000891836-16-000244.txt : 20160801 0000891836-16-000244.hdr.sgml : 20160801 20160801171550 ACCESSION NUMBER: 0000891836-16-000244 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160801 DATE AS OF CHANGE: 20160801 GROUP MEMBERS: CAPGEN CAPITAL GROUP VI LLC GROUP MEMBERS: EUGENE A. LUDWIG GROUP MEMBERS: ROBERT B. GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAMPTON ROADS BANKSHARES INC CENTRAL INDEX KEY: 0001143155 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 542053718 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62335 FILM NUMBER: 161798215 BUSINESS ADDRESS: STREET 1: 641 LYNNHAVEN PARKWAY CITY: VIRGINIA BEACH STATE: VA ZIP: 23452 BUSINESS PHONE: 757-217-1000 MAIL ADDRESS: STREET 1: 641 LYNNHAVEN PARKWAY CITY: VIRGINIA BEACH STATE: VA ZIP: 23452 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CapGen Capital Group VI LP CENTRAL INDEX KEY: 0001503087 IRS NUMBER: 272634373 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 40TH FLOOR WEST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-542-6868 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 40TH FLOOR WEST CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 sc0054.htm SCHEDULE 13D, AMENDMENT NO. 6 sc0018.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 
 
XENITH BANKSHARES, INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
984102103
(CUSIP Number)
 
Robert J. Merlino
CapGen Capital Group VI LP
120 West 45th Street
Suite 1010
New York, New York 10036
(212) 542-6868
 
Copy to:
 
Alison S. Ressler, Esq.
Sullivan & Cromwell LLP
1888 Century Park East
Suite 2100
Los Angeles, California 90067
(310) 712-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
July 29, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
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 control number.
 
 
CUSIP No. 984102103
 
1.
Names of Reporting Persons.
 
CapGen Capital Group VI LP
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  £        (b)  x
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
£
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
 
51,075,147
8.
Shared Voting Power
 
-0-
9.
Sole Dispositive Power
 
51,075,147
10.
Shared Dispositive Power
 
-0-
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
51,075,147
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
£
13.
Percent of Class Represented by Amount in Row (11)
 
22.2% (1)
14.
Type of Reporting Person (See Instructions)
 
PN
__________
(1)
The calculation of the percentage of outstanding shares is based on 230,114,380 shares of Common Stock outstanding as of July 29, 2016, as reported to the Reporting Persons by the Issuer (as defined in the 13D Filing).
 
 
 

CUSIP No. 984102103
 
1.
Names of Reporting Persons.
 
CapGen Capital Group VI LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  £        (b)  x
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
£
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
 
51,075,147
8.
Shared Voting Power
 
-0-
9.
Sole Dispositive Power
 
51,075,147
10.
Shared Dispositive Power
 
-0-
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
51,075,147
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
£
13.
Percent of Class Represented by Amount in Row (11)
 
22.2% (1)
14.
Type of Reporting Person (See Instructions)
 
OO
__________
(1)
The calculation of the percentage of outstanding shares is based on 230,114,380 shares of Common Stock outstanding as of July 29, 2016, as reported to the Reporting Persons by the Issuer.

 
 
CUSIP No. 984102103
 
1.
Names of Reporting Persons.
 
Eugene A. Ludwig
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  £        (b)  x
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
£
6.
Citizenship or Place of Organization
 
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
 
-0-
8.
Shared Voting Power
 
51,075,147
9.
Sole Dispositive Power
 
-0-
10.
Shared Dispositive Power
 
51,075,147
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
51,075,147
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
£
13.
Percent of Class Represented by Amount in Row (11)
 
22.2% (1)
14.
Type of Reporting Person (See Instructions)
 
IN
__________
 
(1)
The calculation of the percentage of outstanding shares is based on 230,114,380 shares of Common Stock outstanding as of July 29, 2016, as reported to the Reporting Persons by the Issuer.

 
 
 
CUSIP No. 984102103
 
1.
Names of Reporting Persons.
 
Robert B. Goldstein
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)  £        (b)  x
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
£
6.
Citizenship or Place of Organization
 
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
 
12,541
8.
Shared Voting Power
 
51,075,147
9.
Sole Dispositive Power
 
12.541
10.
Shared Dispositive Power
 
51,075,147
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
51,087,688
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
£
13.
Percent of Class Represented by Amount in Row (11)
 
22.2% (1)
14.
Type of Reporting Person (See Instructions)
 
IN
 
__________
 
(1)
The calculation of the percentage of outstanding shares is based on 230,114,380 shares of Common Stock outstanding as of July 29, 2016, as reported to the Reporting Persons by the Issuer.

 
 
 
 
EXPLANATORY NOTE
 
The Reporting Persons are filing this Amendment No. 6 on Schedule 13D (this “Amendment”) to amend the Schedule 13D filed on October 12, 2010 (as amended by Amendment No. 1 filed on December 30, 2010, Amendment No. 2 filed on May 23, 2012, Amendment No. 3 filed on June 28, 2012, Amendment No. 4 filed on September 27, 2012, and Amendment No. 5 filed on February 12, 2016, the “13D Filing”). Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the 13D Filing. Except as specifically amended and supplemented by this Amendment, the 13D Filing remains in full force and effect.
 
Item 1. Security and Issuer
Item 1 of the 13D filing is hereby amended and restated as follows:
In connection with the Agreement and Plan of Reorganization, dated February 10, 2016 (the “Reorganization Agreement”) by and between the Hampton Roads Bankshares, Inc. (“Hampton”) and Xenith Bankshares, Inc. (“Xenith”), on July 29, 2016, Xenith merged with and into the Hampton (the “Merger”).  In connection therewith, Hampton changed its name to “Xenith Bankshares, Inc.”
Prior to the Merger, this Schedule 13D related to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Hampton (which, prior to the Merger, is referred to in this Schedule 13D as the “Issuer”).  The principal executive office of Hampton is located at 999 Waterside Drive, Suite 200, Norfolk, Virginia 23510.  Following the Merger this Schedule 13D relates to Xenith Bankshares, Inc. (which, following to the Merger, is referred to in this Schedule 13D as the “Issuer”).  The principal executive office of the Issuer is located at One James Center, 901 E. Cary Street, Suite 1700, Richmond, Virginia 23219.
 
Item 4. Purpose of Transaction
Item 4 of the 13D Filing is hereby amended and supplemented by inserting the below paragraph immediately following the thirteenth paragraph thereof:
In connection with the Reorganization Agreement, the Merger occurred on July 29, 2016.  In the Merger, each issued and outstanding share of common stock of Xenith was converted into the right to receive 4.4 shares of Common Stock.
Item 5
Interest in Securities of the Issuer

Item 5(a) and (b) of the 13D Filing is hereby amended and restated as follows:

(a) and (b)

Reporting Person
Amount Beneficially Owned
Percent of Class (1)
Sole Power to Vote or Direct the Vote
Shared Power to Vote or Direct the Vote
Sole Power to Dispose or to Direct the
Disposition
Shared Power to Dispose or to
Direct the Disposition
CapGen Capital Group VI LP
51,075,147
22.2%
51,075,147
0
51,075,147
0
CapGen Capital Group VI LLC
51,075,147
22.2%
51,075,147
0
51,075,147
0
Eugene A. Ludwig
51,075,147
22.2%
0
51,075,147
0
51,075,147
Robert B. Goldstein
51,087,688
22.2%
12,541
51,075,147
12,541
51,075,147

Each of the Reporting Persons and each individual named in response to Item 2 hereof disclaims beneficial ownership of the shares of Common Stock referred to herein that such Reporting Person or individual does not hold directly.
 
 
 
 
Item 6.
Contracts, Arrangements or Understandings with Respect to Securities of the Issuer

Item 6 of the 13D Filing is hereby amended and supplemented by inserting the below paragraph immediately prior to the last paragraph thereof:
 
As a result of the Merger, the Voting Agreements terminated in accordance with their terms.

Item 7.
Material to be Filed as Exhibits

Item 7 of the 13D Filing is hereby amended and supplemented by inserting the following:

Exhibit 15
 Joint Filing Agreement, dated August 1, 2016, by and among CapGen Capital Group VI LP, CapGen Capital Group VI LLC, Eugene A. Ludwig and Robert B. Goldstein.
 
 
 

 
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:   August 1, 2016
 
CAPGEN CAPITAL GROUP VI LP
 
By:
CAPGEN CAPITAL GROUP VI LLC,
its general partner
 
By:
/s/ Eugene A. Ludwig
 
Name:
Eugene A. Ludwig
 
Title:
Managing Member


CAPGEN CAPITAL GROUP VI LLC
 
By:
/s/ Eugene A. Ludwig
 
Name:
Eugene A. Ludwig
 
Title:
Managing Member


EUGENE A. LUDWIG
 
By:
/s/ Eugene A. Ludwig
 
Name:
Eugene A. Ludwig

ROBERT B. GOLDSTEIN
 
By:
/s/ Robert B. Goldstein
 
Name:
Robert B. Goldstein

 
 

ATTENTION
 
 
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
 

 
 
 
EXHIBIT INDEX

Exhibit
Title
   
Exhibit 15
Joint Filing Agreement, dated August 1, 2016, by and among CapGen Capital Group VI LP, CapGen Capital Group VI LLC, Eugene A. Ludwig and Robert B. Goldstein.

 
 
 
 
 
 
EX-99.15 2 ex_99-15.htm JOINT FILING AGREEMENT DATED AUGUST 1, 2016 ex_99-12.htm
Exhibit 15
 
JOINT FILING AGREEMENT
 

The undersigned hereby agree that this statement on Schedule 13D dated August 1, 2016 with respect to the common stock of Xenith Bankshares, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 
Dated:  August 1, 2016
 
 
CAPGEN CAPITAL GROUP VI LP
 
By:
CAPGEN CAPITAL GROUP VI LLC,
its general partner
 
By:
/s/ Eugene A. Ludwig
 
Name:
Eugene A. Ludwig
 
Title:
Managing Member


CAPGEN CAPITAL GROUP VI LLC
 
By:
/s/ Eugene A. Ludwig
 
Name:
Eugene A. Ludwig
 
Title:
Managing Member


EUGENE A. LUDWIG
 
By:
/s/ Eugene A. Ludwig
 
Name:
Eugene A. Ludwig

ROBERT B. GOLDSTEIN
 
By:
/s/ Robert B. Goldstein
 
Name:
Robert B. Goldstein