RICHARDS DONNA W 4
4 · Xenith Bankshares, Inc. · Filed Jan 3, 2018
Insider Transaction Report
Form 4
RICHARDS DONNA W
Pres of Bank of Hampton Roads
Transactions
- Disposition to Issuer
Restricted Stock Units
2018-01-01−10,000→ 0 totalExercise: $0.00→ Common Stock (10,000 underlying) - Disposition to Issuer
Common Stock
2018-01-01−21,097→ 0 total - Disposition to Issuer
Option (right to buy)
2018-01-01−62,312→ 0 totalExercise: $16.10Exp: 2021-08-22→ Common Stock (62,312 underlying)
Footnotes (4)
- [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 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 19,734 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]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 $1,149,652, subject to any applicable withholdings.