Cottrell Wellington W. III 4
4 · Xenith Bankshares, Inc. · Filed Jan 2, 2018
Insider Transaction Report
Form 4
Cottrell Wellington W. III
EVP and Chief Credit Officer
Transactions
- Disposition to Issuer
Common Stock
2018-01-01−49,941→ 0 total - Disposition to Issuer
Warrant
2018-01-01−6,124→ 0 totalExercise: $26.20Exp: 2019-05-07→ Common Stock (6,124 underlying) - Disposition to Issuer
Option(right to buy)
2018-01-01−44,444→ 0 totalExercise: $19.70Exp: 2023-07-29→ Common Stock (44,444 underlying) - Disposition to Issuer
Restricted stock units
2018-01-01−2,926→ 0 totalExercise: $0.00→ Common Stock (2,926 underlying) - Disposition to Issuer
Restricted stock units
2018-01-01−2,497→ 0 totalExercise: $0.00→ Common Stock (2,497 underlying)
Footnotes (5)
- [F1]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"),
- [F2]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 46,715 shares of Union common stock having a market value of $33.83 per share.
- [F3]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.
- [F4]This warrant was immediately exercisable. Pursuant to the Merger Agreement, at the effective time of the Merger, this warrant converted into a warrant to purchase 5,728 shares of Union common stock for $28.01 per share.
- [F5]Pursuant to the Merger Agreement, at the effective time of the Merger, each option to purchase shares of Xenith common stock, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the Merger was converted into the right to receive a cash payment of approximately $659,990, subject to any applicable withholdings.