Sec Form 4 Filing - Gavant Judy Carol @ HAMPTON ROADS BANKSHARES INC - 2016-07-29

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 Gavant Judy Carol 2. Issuer Name and Ticker or Trading Symbol HAMPTON ROADS BANKSHARES INC [ HMPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Controller & CAO (Last) (First) (Middle) 901 E. CARY STREET, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2016 (Street) RICHMOND, VA23219 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 07/29/2016 A 127,036 A 127,036 D

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 Option (right to buy) $ 1.36 07/29/2016 A 22,000 ( 2 ) 08/16/2020 Common Stock 22,000 ( 2 ) 22,000 D Option (right to buy) $ 1.03 07/29/2016 A 8,800 ( 3 ) 04/03/2021 Common Stock 8,800 ( 3 ) 8,800 D Option (right to buy) $ 0.83 07/29/2016 A 8,800 ( 4 ) 02/22/2022 Common Stock 8,800 ( 4 ) 8,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gavant Judy Carol 901 E. CARY STREET, SUITE 1700 RICHMOND, VA23219 SVP, Controller & CAO Signatures /s/ Thomas W. Osgood, attorney-in-fact 08/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 28,872 shares of Xenith Bankshares, Inc. ("Legacy Xenith") pursuant to the terms of the Agreement and Plan of Reorganization, dated as of February 10, 2016 (the "Merger Agreement"), between Legacy Xenith and Hampton Roads Bankshares, Inc., Legacy Xenith was merged with and into Xenith Bankshares, Inc. (previously, Hampton Roads Bankshares, Inc., "New Xenith"). On the effective date of the merger, the closing price of Legacy Xenith's common stock was $8.90 per share, and the closing price of New Xenith's common stock was $2.05 per share. ( 2 )These options were converted from options to purchase 5,000 shares of Legacy Xenith common stock for $5.95 per share pursuant to the terms of the Merger Agreement and were fully exercisable. ( 3 )These options were converted from options to purchase 2,000 shares of Legacy Xenith common stock for $4.50 per share pursuant to the terms of the Merger Agreement and were fully exercisable. ( 4 )These options were converted from options to purchase 2,000 shares of Legacy Xenith common stock for $3.61 per share pursuant to the terms of the Merger Agreement and were fully exercisable.

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