WITT W LEWIS Form 4 Filed 2018-01-03

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 ^*

WITT W LEWIS

2. Issuer Name and Ticker or Trading Symbol
Xenith Bankshares, Inc. [XBKS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

901 E CARY STREET, SUITE 1700

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2018

(Street)

RICHMOND, VA 23219

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2018		D		12,974⁽¹⁾	D	⁽²⁾	0	D
Common Stock	01/01/2018		D		317⁽¹⁾	D	⁽³⁾	0	I	By retirement account FBO spouse, Judith W Witt
Common Stock	01/01/2018		D		90⁽¹⁾	D	⁽⁴⁾	0	I	By retirement account FBO W. Lewis Witt
Common Stock	01/01/2018		D		25⁽¹⁾	D	⁽⁵⁾	0	I	By ROTH IRA FBO W. Lewis Witt
Common Stock	01/01/2018		D		603⁽¹⁾	D	⁽⁶⁾	0	I	By TOD registration account FBO Judith W. Witt
Common Stock	01/01/2018		D		30⁽¹⁾	D	⁽⁷⁾	0	I	By TOD registration account FBO W. Lewis Witt
Common Stock	01/01/2018		D		492⁽¹⁾	D	⁽⁸⁾	0	I	By Inner-View, Ltd. of which Mr. Witt is owner and President

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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 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 12,135 shares of Union common stock held having a market value of $33.83 per share.
3.	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 296 shares of Union common stock having a market value of $33.83 per share.
4.	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 84 shares of Union common stock having a market value of $33.83 per share.
5.	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 23 shares of Union common stock having a market value of $33.83 per share.
6.	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 564 shares of Union common stock having a market value of $33.83 per share.
7.	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 28 shares of Union common stock having a market value of $33.83 per share.
8.	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 460 shares of Union common stock having a market value of $33.83 per share.

	Signatures
	/s/ Thomas W. Osgood, attorney-in-fact	01/03/2018
	** Signature of Reporting Person	Date
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