Sec Form 4 Filing - Callaghan William @ Xenith Bankshares, Inc. - 2018-01-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Callaghan William
2. Issuer Name and Ticker or Trading Symbol
Xenith Bankshares, Inc. [ XBKS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP/CIO
(Last) (First) (Middle)
901 E CARY STREET, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2018
(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 01/01/2018 D 8,966 ( 1 ) D 0 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
Restricted Stock Units $ 0 01/01/2018 D 626 ( 3 ) ( 3 ) Common Stock 626 $ 0 0 D
Option (right to buy) $ 26.2 01/01/2018 D 5,359 ( 4 ) 05/07/2019 Common Stock 5,359 ( 4 ) 0 D
Option (right to buy) $ 10.3 01/01/2018 D 1,540 ( 5 ) 04/03/2021 Common Stock 1,540 ( 5 ) 0 D
Option (right to buy) $ 9.5 01/01/2018 D 5,359 ( 6 ) 08/14/2022 Common Stock 5,359 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Callaghan William
901 E CARY STREET
SUITE 1700
RICHMOND, VA23219
Senior VP/CIO
Signatures
/s/ Thomas W. Osgood, attorney-in-fact 01/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Reorganization (the "Merger Agreement") between Xenith Bankshares, Inc. ("Xenith") and Union Bankshares Corporation ("Union"), Xenith was merged with and into Union (the "Merger") on January 1, 2018. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Xenith common stock that was outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.9354 shares of Union common stock (the "Exchange Ratio") and cash in lieu of any fractional shares (together, the "Merger Consideration"),
( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger, these shares of Xenith common stock were converted into the right to receive 8,386 shares of Union common stock having a market value of $33.83 per share.
( 3 )Pursuant to the Merger Agreement, at the effective time of the Merger, each Xenith restricted stock unit that was outstanding and unsettled, unvested or contingent immediately prior to the effective time of the Merger vested fully and was converted into the right to receive, without interest, the Merger Consideration payable in respect of each share of Xenith common stock underlying such Xenith restricted stock unit.
( 4 )These options were exercisable in three equal annual installments on December 22, 2010, December 22, 2011, and December 22, 2012. Pursuant to the Merger Agreement at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $44,747, subject to any applicable withholdings.
( 5 )These options were exercisable in three equal annual installments on April 4, 2012, April 4, 2013, and April 4, 2014. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $37,345, subject to any applicable withholdings.
( 6 )These options were exercisable in three equal installments on August 14, 2013, August 14, 2014, and August 14, 2015. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $134,243, subject to any applicable withholdings.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.