1.
|
Name of Reporting Persons.
CapGen Capital Group VI LP
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||
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
3,960,560
|
|
8.
|
Shared Voting Power
-0-
|
||
9.
|
Sole Dispositive Power
3,960,560
|
||
10.
|
Shared Dispositive Power
-0-
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,960,560
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.0% (1)
|
||
14.
|
Type of Reporting Person (See Instructions)
PN
|
(1)
|
This calculation is based on 65,759,735 shares of common stock, par value $1.33 per share, of Union Bankshares Corporation outstanding as of February 20, 2018, as reported on Union Bankshares Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018.
|
1.
|
Name of Reporting Persons.
CapGen Capital Group VI LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||
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
3,960,560
|
|
8.
|
Shared Voting Power
-0-
|
||
9.
|
Sole Dispositive Power
3,960,560
|
||
10.
|
Shared Dispositive Power
-0-
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,960,560
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.0% (1)
|
||
14.
|
Type of Reporting Person (See Instructions)
OO
|
(1)
|
This calculation is based on 65,759,735 shares of common stock, par value $1.33 per share, of Union Bankshares Corporation outstanding as of February 20, 2018, as reported on Union Bankshares Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018.
|
1.
|
Name of Reporting Persons.
Eugene A. Ludwig
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||
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
3,960,560
|
||
9.
|
Sole Dispositive Power
-0-
|
||
10.
|
Shared Dispositive Power
3,960,560
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,960,560
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.0% (1)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
This calculation is based on 65,759,735 shares of common stock, par value $1.33 per share, of Union Bankshares Corporation outstanding as of February 20, 2018, as reported on Union Bankshares Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018.
|
1.
|
Name of Reporting Persons.
Robert B. Goldstein
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||
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
1,645
|
|
8.
|
Shared Voting Power
3,960,560
|
||
9.
|
Sole Dispositive Power
1,645
|
||
10.
|
Shared Dispositive Power
3,960,560
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,962,205
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.0% (1)
|
||
14.
|
Type of Reporting Person (See Instructions)
IN
|
(1)
|
This calculation is based on 65,759,735 shares of common stock, par value $1.33 per share, of Union Bankshares Corporation outstanding as of February 20, 2018, as reported on Union Bankshares Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018.
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
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
|
3,960,560
|
6.0%
|
3,960,560
|
0
|
3,960,560
|
0
|
CapGen Capital Group VI LLC
|
3,960,560
|
6.0%
|
3,960,560
|
0
|
3,960,560
|
0
|
Eugene A. Ludwig
|
3,960,560
|
6.0%
|
0
|
3,960,560
|
0
|
3,960,560
|
Robert B. Goldstein
|
3,962,205
|
6.0%
|
1,645
|
3,960,560
|
1,645
|
3,960,560
|
(1)
|
This calculation is based on 65,759,735 shares of Common Stock outstanding as of February 20, 2018, as reported on Union Bankshares Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018.
|
Item 7. |
Material to be Filed as Exhibits
|
Exhibit 3
|
Joint Filing Agreement, dated March 21, 2018, by and among CapGen Capital Group VI LP, CapGen Capital Group VI LLC, Eugene A. Ludwig and Robert B. Goldstein.
|
Exhibit 4
|
Trading data for CapGen Capital Group VI LP.
|
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
|
Exhibit
|
Title
|
Exhibit 3
|
Joint Filing Agreement, dated March 21, 2018, by and among CapGen Capital Group VI LP, CapGen Capital Group VI LLC, Eugene A. Ludwig and Robert B. Goldstein.
|
Exhibit 4
|
Trading data for CapGen Capital Group VI LP.
|
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
|
Reporting Person
|
Date
|
Buy/
Sell |
No. of Shares
|
Price/
share |
Where/
How Effected |
Security
|
CapGen Capital Group VI LP
|
3/5/2018
|
Sell
|
53,400
|
$37.7361(2)
|
Open Market/Broker
|
Common Stock
|
CapGen Capital Group VI LP
|
3/6/2018
|
Sell
|
100,000
|
$38.5366(3)
|
Open Market/Broker
|
Common Stock
|
CapGen Capital Group VI LP
|
3/7/2018
|
Sell
|
80,000
|
$39.0748(4)
|
Open Market/Broker
|
Common Stock
|
CapGen Capital Group VI LP
|
3/8/2018
|
Sell
|
10,000
|
$39.1892(5)
|
Open Market/Broker
|
Common Stock
|
CapGen Capital Group VI LP
|
3/9/2018
|
Sell
|
83,200
|
$39.2174(6)
|
Open Market/Broker
|
Common Stock
|
CapGen Capital Group VI LP
|
3/12/2018
|
Sell
|
29,100
|
$39.4143(7)
|
Open Market/Broker
|
Common Stock
|
CapGen Capital Group VI LP
|
3/13/2018
|
Sell
|
105,000
|
$39.4831(8)
|
Open Market/Broker
|
Common Stock
|
CapGen Capital Group VI LP
|
3/14/2018
|
Sell
|
61,700
|
$39.6119(9)
|
Open Market/Broker
|
Common Stock
|
CapGen Capital Group VI LP
|
3/15/2018
|
Sell
|
59,700
|
$39.2645(10)
|
Open Market/Broker
|
Common Stock
|
CapGen Capital Group VI LP
|
3/16/2018
|
Sell
|
67,900
|
$39.5590(11)
|
Open Market/Broker
|
Common Stock
|
CapGen Capital Group VI LP
|
3/19/2018
|
Sell
|
144,900
|
$39.1951(12)
|
Open Market/Broker
|
Common Stock
|
CapGen Capital Group VI LP
|
3/20/2018
|
Sell
|
24,000 | $39.0124(13) |
Open Market/Broker
|
Common Stock
|
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
|
The prices listed below represent the average prices at which the amount of shares of Common Stock listed in each row were sold (full detailed information regarding the Common Stock sold and the corresponding prices will be provided upon request).
The range of prices for these sales was $38.12 to $37.20.
The range of prices for these sales was $39.00 to $38.10.
The range of prices for these sales was $39.23 to $38.90.
The range of prices for these sales was $39.26 to $39.11.
The range of prices for these sales was $39.37 to $39.05.
The range of prices for these sales was $39.49 to $39.25.
The range of prices for these sales was $39.70 to $39.10.
The range of prices for these sales was $39.70 to $39.50.
The range of prices for these sales was $39.33 to $39.17.
The range of prices for these sales was $39.77 to $39.37.
The range of prices for these sales was $39.52 to $39.10.
The range of prices for these sales was $39.22 to $38.76.
|