Sec Form 4 Filing - D.B. ZWIRN & CO., L.P. @ Community Bankers Acquisition Corp. - 2008-05-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
D.B. ZWIRN & CO., L.P.
2. Issuer Name and Ticker or Trading Symbol
Community Bankers Acquisition Corp. [ BTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
745 FIFTH AVENUE, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/28/2008
(Street)
NEW YORK, NY10151
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common stock, par value $0.0001 per share ("Common Stock") 05/28/2008 S 963,674 D $ 7.73 0 I See Footnote ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
< a href="/insider-trading/1243310.htm">D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE
18TH FLOOR
NEW YORK, NY10151
See Remarks
ZWIRN DANIEL B
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR
NEW YORK, NY10151
See Remarks
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.
C/O GLOBEOP FINANCIAL SERVICES LLC
156 WEST 56TH STREET, 6TH FLOOR
NEW YORK, NY10019
See Remarks
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR
NEW YORK, NY10151
See Remarks
ZWIRN HOLDINGS, LLC
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR
NEW YORK, NY10151
See Remarks
DBZ GP, LLC
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR
NEW YORK, NY10151
See Remarks
Signatures
D.B. ZWIRN & CO, L.P., By: DBZ GP, LLC, its General Partner, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory 05/30/2008
Signature of Reporting Person Date
DANIEL B. ZWIRN, By: /s/ Lawrence D. Cutler, as Attorney-in-Fact for Daniel B. Zwirn 05/30/2008
Signature of Reporting Person Date
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD., By: D.B. Zwirn & Co., L.P., By: DBZ GP, LLC, its General Partner, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory 05/30/2008
Signature of Reporting Person Date
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., By: D.B. Zwirn & Co., L.P., By: DBZ GP, LLC, its General Partner, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory 05/30/2008
Signature of Reporting Person Date
ZWIRN HOLDINGS, LLC, By: /s/ Lawrence D. Cutler, Authorized Signatory 05/30/2008
Signature of Reporting Person Date
DBZ GP, LLC, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory 05/30/2008
Signature of Reporting Person Date
Explanation of Responses:
( 1 )D.B. Zwirn & Co., L.P., a Delaware limited partnership, is the manager of (i) D.B. Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership, which no longer holds any shares of Common Stock and (ii) D.B. Zwirn Special Opportunities Fund, Ltd., a Cayman Islands company, which no longer holds any shares of Common Stock.

Remarks:
Each Reporting Person may have deemed to be a member of a Section 13(d) group that owned more than 10% of the Issuer's outstanding Common Stock. The Power of Attorney executed by Daniel B. Zwirn, authorizing Lawrence D. Cutler to sign and file this Form 4 on Daniel B. Zwirn's behalf is attached hereto as Exhibit 24.1.

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).
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