UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 2131, 2021

BAY BANKS OF VIRGINIA, INC.

(Exact Name of Registrant as Specified in Charter)

Virginia

0-22955

54-1838100

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1801 Bayberry Court, Richmond, Virginia 23226

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (804) 404-9668

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0701 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

~~Bay~~On ~~Banks of Virginia~~January 31, ~~Inc.~~2021 (the “~~Company~~Closing Date”), ~~held~~Bay aBanks ~~Special Meeting~~ of ~~Shareholders on January 21~~Virginia, ~~2021~~Inc. (the “~~Special Meeting~~Company”)~~. At the Special Meeting~~, the ~~following~~holding ~~matters~~company ~~were submitted to a vote~~ of ~~the~~Virginia ~~Company’s~~Commonwealth ~~shareholders:~~Bank (i“VCB”) a, ~~proposal~~completed tothe ~~approve~~transactions contemplated by the Agreement and Plan of Reorganization, dated as of August 12, 2020, as amended on November 6, 2020, between the Company and Blue Ridge Bankshares, Inc. (“Blue Ridge”) ~~and the Company~~, ~~including~~ the ~~related~~holding ~~Plan~~company of ~~Merger,~~Blue ~~pursuant~~Ridge toBank, ~~which~~National ~~the~~Association ~~Company~~(“Blue ~~will~~Ridge ~~merge~~Bank”), ~~with~~ and ~~into~~a ~~Blue~~related ~~Ridge~~Plan of Merger (the “~~merger~~Merger ~~proposal~~Agreement”);. ~~(ii)~~On athe ~~proposal~~Closing ~~to approve~~Date, on(i) the aCompany ~~nonbinding~~merged ~~advisory~~with ~~basis~~and into Blue Ridge, ~~specified~~with ~~compensation~~Blue ~~that~~Ridge ~~may~~continuing ~~become~~as ~~payable~~the tosurviving corporation (the ~~named~~“Merger”) ~~executive~~and ~~officers~~(ii) immediately offollowing the ~~Company~~effective intime ~~connection~~of ~~with~~ the ~~merger~~Merger (the “~~compensation~~Effective ~~proposal~~Time”);, ~~and~~VCB ~~(iii) a~~was ~~proposal~~merged towith ~~adjourn~~and ~~the~~into ~~special~~Blue ~~meeting~~Ridge toBank, awith ~~later~~Blue ~~date~~Ridge orBank ~~dates,~~continuing ifas ~~necessary~~the tosurviving ~~solicit~~bank ~~additional~~(together ~~proxies~~with tothe ~~approve~~Merger, the ~~merger proposal~~“Mergers”).

~~The~~At ~~voting~~the ~~results~~Effective Time, pursuant to the terms of the Merger Agreement, in exchange for each ~~proposal~~share ~~are~~of the Company’s common stock, the Company’s shareholders received 0.5000 shares of Blue Ridge common stock, plus cash in lieu of any fractional shares (the “Merger Consideration”). Each option to purchase shares of the Company’s common stock, whether vested or unvested, was converted into an option to acquire shares of Blue Ridge common stock, on terms and conditions adjusted as ~~follows:~~provided for in the Merger Agreement. Each restricted stock award of the Company that was unvested or contingent vested and was converted into the right to receive the merger consideration payable under the Merger Agreement with respect to shares of the Company’s common stock.

1.The Toforegoing ~~approve~~summary of the Merger Agreement and ~~Plan~~the ofMergers ~~Reorganization,~~is ~~dated~~not ascomplete ofand ~~August~~is ~~12,~~qualified ~~2020,~~in asits ~~amended~~entirety onby ~~November~~reference 6,to ~~2020,~~the ~~between~~complete ~~Blue~~text ~~Ridge~~of ~~and~~ the ~~Company~~Merger Agreement, ~~including~~which ~~the~~is ~~related~~filed ~~Plan~~as ofExhibit ~~Merger,~~2.1 ~~pursuant~~ to ~~which~~this ~~the~~Current ~~Company~~Report ~~will~~on ~~merge~~Form ~~with~~8-K and ~~into~~is ~~Blue~~incorporated ~~Ridge:~~herein by reference.

For		Against		Abstentions		Broker Non-Votes
10,616,390		91,532		7,078		—

Item 3.03

Material Modification to Rights of Security Holders.

2.The Todisclosure ~~approve,~~set onforth aunder ~~nonbinding~~Item ~~advisory~~2.01 ~~basis,~~is ~~specified~~incorporated ~~compensation~~by ~~that~~reference ~~may~~into ~~become~~this ~~payable~~Item to3.03. ~~the named executive officers of the Company in connection with the merger:~~

For		Against		Abstentions		Broker Non-Votes
9,523,945		1,112,356		78,699		—

Item 5.01

Changes in Control of Registrant.

3.On ToJanuary 31, ~~adjourn~~2021, pursuant to the ~~special~~terms ~~meeting~~of tothe Merger Agreement, Blue Ridge completed the acquisition of the Company through the merger of the Company with and into Blue Ridge, with Blue Ridge continuing as the surviving corporation. As a ~~later~~result ~~date~~of orthe ~~dates~~Merger, ifeach ~~necessary~~share of the Company’s common stock issued and outstanding immediately prior to ~~solicit~~such ~~additional~~time ~~proxies~~was automatically cancelled and converted into the right to ~~approve~~receive the ~~merger~~Merger ~~proposal:~~Consideration. The aggregate amount paid by Blue Ridge for the Merger Consideration was approximately 6,627,729 shares of the Blue Ridge common stock, which had a value of approximately $124.8 million based on the closing price of Blue Ridge common stock on January 29, 2021.

For		Against		Abstentions		Broker Non-Votes
10,494,823		174,808		45,368		—

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Each~~Also ofon ~~the~~January 31, ~~proposals~~2021, ~~received~~C. ~~the~~Frank ~~necessary~~Scott, ~~votes~~III toretired beas ~~approved~~President ~~and~~of ~~therefore,~~VCB. noMr. Scott ~~adjournment~~also served as Chairman of the ~~Special~~Board ~~Meeting~~of ~~was~~Directors ~~required~~of the Company and, pursuant to ~~solicit~~the ~~additional~~terms ~~votes.~~of ~~Accordingly~~the Merger Agreement, ~~the~~has ~~merger~~been ~~proposal~~appointed ~~and~~to serve on the ~~compensation~~Board ~~proposal~~of ~~have~~Directors ~~been~~of ~~approved~~Blue Ridge.

Item 8.01. Other Events

On January 21, 2021, the Company and Blue Ridge issued a joint press release announcing the results of the Special Meeting and Blue Ridge’s special meeting of shareholders, also held on January 21, 2021. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
99.1		Joint press release dated January 21, 2021.
2.1		Agreement and Plan of Reorganization, dated as of August 12, 2020, as amended on November 6, 2020, by and between Blue Ridge Bankshares, Inc. and Bay Banks of Virginia, Inc. (incorporated by reference to Appendix A to the joint proxy statement/prospectus included in Amendment No. 1 to the Company’s Registration Statement on Form S-4 (File No. 333-249438) filed on December 9, 2020). (Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. Such schedules and attachments are described in the Agreement and Plan of Reorganization. Blue Ridge Bankshares, Inc. agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or attachment upon request.).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~BAY~~BLUE ~~BANKS~~RIDGE ~~OF VIRGINIA~~BANKSHARES, INC. (as successor to Bay Banks of Virginia, Inc.) By: /s/ Judy C. Gavant Judy C. Gavant Executive Vice President and Chief Financial Officer

~~January~~February 211, 2021

Filing Compare · BAY BANKS OF VIRGINIA INC