Sec Form 4 Filing - Jones Stanley B. Jr. @ Community Bankers Trust Corp - 2021-12-03

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
Jones Stanley B. Jr.
2. Issuer Name and Ticker or Trading Symbol
Community Bankers Trust Corp [ ESXB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and CCO, Essex Bank
(Last) (First) (Middle)
9954 MAYLAND DRIVE, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2021
(Street)
RICHMOND, VA23233
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
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
Employee Stock Option $ 7.75 12/03/2021 D 20,000 ( 1 ) 02/22/2031 Common Stock 20,000 ( 2 ) 0 D
Restricted Stock Units (performance-based) ( 3 ) 12/03/2021 D 5,000 12/31/2 023 ( 3 ) Common Stock 5,000 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jones Stanley B. Jr.
9954 MAYLAND DRIVE
SUITE 2100
RICHMOND, VA23233
EVP and CCO, Essex Bank
Signatures
/s/ John M. Oakey, III by power of attorney 12/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option was to vest in four equal annual installments beginning on February 22, 2022.
( 2 )The transaction reported is the disposition of derivative securities pursuant to the terms of the Agreement and Plan of Reorganization, dated June 2, 2021, by and between United Bankshares, Inc. ("United") and the Issuer, pursuant to which the Issuer was merged with and into United effective December 3, 2021 (the "Merger"). The option was assumed by United in the Merger, vesting in accordance with the terms of the award agreement, and replaced with an option to purchase shares of United's common stock equal to the number of shares of the Issuer's common stock subject to such option multiplied by 0.3173, at an exercise price equal to the exercise price of such option divided by 0.3173.
( 3 )The restricted stock units were assumed by United in the Merger, vesting in accordance with the terms of the award agreement, and replaced with the right to receive a number of shares of United's common stock equal to the vested number of shares of the Issuer's common stock multiplied by 0.3173. The vesting of the performance-based restricted stock units, and the corresponding issuance of shares of common stock, had been based on the Issuer's performance with respect to the return on average assets financial metric over the three-year period ending December 31, 2023.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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