Sec Form 4 Filing - Reed Scott A. @ 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 Reed Scott A. 2. Issuer Name and Ticker or Trading Symbol HAMPTON ROADS BANKSHARES INC [ HMPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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 194,537 A 194,537 D Common Stock 07/29/2016 A 14,432,000 A 14,432,000 I BCP Fund I Virginia Holdings, LLC ( 2 )

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) $ 2.62 07/29/2016 A 19,140 ( 3 ) 05/07/2019 Common Stock 19,140 ( 3 ) 19,140 D Option (right to buy) $ 1.03 07/29/2016 A 13,200 ( 4 ) 04/03/2021 Common Stock 13,200 ( 4 ) 13,200 D Option (right to buy) $ 0.8 07/29/2016 A 22,000 ( 5 ) 02/22/2022 Common Stock 22,000 ( 5 ) 22,000 D Option (right to buy) $ 1.06 07/29/2016 A 22,000 ( 6 ) 08/14/2022 Common Stock 22,000 ( 6 ) 22,000 D Warrant $ 2.62 07/29/2016 A 1,722,600 ( 7 ) 05/07/2019 Common Stock 1,722,600 ( 7 ) 1,722,600 I BCP Fund I Virginia Holdings, LLC ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reed Scott A. 901 E. CARY STREET, SUITE 1700 RICHMOND, VA23219 X Signatures /s/ Thomas W. Osgood, attorney-in-fact 08/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 44,213 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 shares of New Xenith common stock are held by BCP Fund I Virginia Holdings, LLC ("BCP Fund LLC"), the direct beneficial owner of the shares. BankCap Partners Fund I, L.P. ("BankCap Partners Fund") is the sole member of BCP Fund LLC. The general partner of BankCap Partners Fund is BankCap Partners GP, L.P. ("BankCap Partners GP"). The general partner of BankCap Partners GP is BankCap Equity Fund, LLC ("BankCap LLC"). Mr. Reed is a manager of BankCap LLC. BankCap Partners Fund, BankCap Partners GP, BankCap LLC and Mr. Reed are indirect beneficial owners of these shares of New Xenith common stock. Mr. Reed shares voting and investment control over the shares beneficially owned by BCP Fund LLC. These shares of New Xenith common stock were received in exchange for 3,280,000 shares of Legacy Xenith common stock pursuant to the terms of the Merger Agreement. 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 ( 3 )These options were converted from options to purchase 4,350 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and were fully exercisable. ( 4 )These options were converted from options to purchase 3,000 shares of Legacy Xenith common stock for $4.50 per share pursuant to the terms of the Merger Agreement and were fully exercisable. ( 5 )These options were converted from options to purchase 5,000 shares of Legacy Xenith common stock for $3.52 per share pursuant to the terms of the Merger Agreement and were fully exercisable. ( 6 )These options were converted from options to purchase 5,000 shares of Legacy Xenith common stock for $4.64 per share pursuant to the terms of the Merger Agreement and were fully exercisable. ( 7 )This warrant was converted from a warrant to purchase 391,500 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and was immediately exercisable.

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