WITT W LEWIS Form 4/A Filed 2012-12-11

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
HAMPTON ROADS BANKSHARES INC [HMPR]

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)

999 WATERSIDE DRIVE, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2012

(Street)

NORFOLK, VA 23510

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)
10/01/2012

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	09/27/2012		M		71,429	A	$0.7	93,331	D
Common Stock	09/27/2012		M		3,171	A	$0.7	3,979	I	By Inner-View Ltd., of which Mr. Witt is owner and President
Common Stock	09/27/2012		M		243	A	$0.7	305	I	By TOD Registration account for the benefit of Judith W. Witt
Common Stock	09/27/2012		M		3,926	A	$0.7	4,926	I	By TOD registration account for the benefit of W. Lewis Witt
Common Stock								908	I	By retirement account for benefit of spouse, Judith W. Witt
Common Stock								13,427	I	By Hampton Roads Bankshares, Inc. Amended and Restated Directors Deferred Compensation Plan
Common Stock								253	I	By retirement account for benefit of W. Lewis Witt
Common Stock								6,037	I	By ROTH IRA for benefit of W. Lewis Witt
Common Stock								2,100	I	BHR Custodian for W. Lewis Witt IRA

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

Subscription Rights (right to buy)

$0.7

09/27/2012

71,429

05/31/2012

09/05/2012

Common Stock

71,429

$ 0

Subscription Rights (right to buy)

$0.7

09/27/2012

3,171

05/31/2012

09/05/2012

Common Stock

3,171

$ 0

By Inner-View Ltd., of which Mr. Witt is owner and President

Subscription Rights (right to buy)

$0.7

09/27/2012

243

05/31/2012

09/05/2012

Common Stock

243

$ 0

By TOD registration account fo the benefit of Judith W. Witt

Subscription Rights (right to buy)

$0.7

09/27/2012

3,926

05/31/2012

09/05/2012

Common Stock

4,926

$ 0

By TOD registration account fo the benefit of W. Lewis Witt

Remarks:

Exempt exercise of non-transferable subscription rights in a pro rata rights offering by issuer.

	Signatures
	Thom B. Dix, III, Power of Attorney	12/11/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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