Filing Details
- Accession Number:
- 0000891836-18-000003
- Form Type:
- 13D Filing
- Publication Date:
- 2018-01-03 14:20:26
- Filed By:
- Capgen Capital Group Vi Lp
- Company:
- Xenith Bankshares Inc. (NASDAQ:XBKS)
- Filing Date:
- 2018-01-03
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| CapGen Capital Group VI | 0 | 0 | 0 | 0 | 0 | 0.0% |
| CapGen Capital Group VI | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Eugene A. Ludwig | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Robert B. Goldstein | 0 | 0 | 0 | 0 | 0 | 0.0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
XENITH BANKSHARES, INC.
Common Stock
984102103
Robert J. Merlino
CapGen Capital Group VI LP
120 West 45th Street
Suite 1010
New York, New York 10036
(212) 542-6868
Copy to:
Alison S. Ressler, Esq.
Sullivan & Cromwell LLP
1888 Century Park East
Suite 2100
Suite 2100
Los Angeles, California 90067
(310) 712-6600
Receive Notices and Communications)
January 1, 2018
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB control number.
are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. 984102103 | |||
| 1. | Names of Reporting Persons. CapGen Capital Group VI LP | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
| 6. | Citizenship or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- | |
| 8. | Shared Voting Power -0- | ||
| 9. | Sole Dispositive Power -0- | ||
| 10. | Shared Dispositive Power -0- | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person -0- | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||
| 14. | Type of Reporting Person (See Instructions) PN | ||
| CUSIP No. 984102103 | |||
| 1. | Names of Reporting Persons. CapGen Capital Group VI LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
| 6. | Citizenship or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- | |
| 8. | Shared Voting Power -0- | ||
| 9. | Sole Dispositive Power -0- | ||
| 10. | Shared Dispositive Power -0- | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person -0- | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||
| 14. | Type of Reporting Person (See Instructions) OO | ||
| CUSIP No. 984102103 | |||
| 1. | Names of Reporting Persons. Eugene A. Ludwig | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
| 6. | Citizenship or Place of Organization United States | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- | |
| 8. | Shared Voting Power -0- | ||
| 9. | Sole Dispositive Power -0- | ||
| 10. | Shared Dispositive Power -0- | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person -0- | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
| CUSIP No. 984102103 | |||
| 1. | Names of Reporting Persons. Robert B. Goldstein | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) x | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) OO | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
| 6. | Citizenship or Place of Organization United States | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- | |
| 8. | Shared Voting Power -0- | ||
| 9. | Sole Dispositive Power -0- | ||
| 10. | Shared Dispositive Power -0- | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person -0- | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 0.0% | ||
| 14. | Type of Reporting Person (See Instructions) IN | ||
EXPLANATORY NOTE
The Reporting Persons are filing this Amendment No. 8 on Schedule 13D (this “Amendment”) to amend the Schedule 13D filed on October 12, 2010 (as amended by Amendment No. 1 filed on December 30, 2010, Amendment No. 2 filed on May 23, 2012, Amendment No. 3 filed on June 28, 2012, Amendment No. 4 filed on September 27, 2012, Amendment No. 5 filed on February 12, 2016, Amendment No. 6 filed on August 1, 2016 and Amendment No. 7 filed on May 23, 2017, the “13D Filing”). Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the 13D Filing. Except as specifically amended and supplemented by this Amendment, the 13D Filing remains in full force and effect.
| Item 4. | Purpose of Transaction |
Item 4 of the 13D Filing is hereby amended and supplemented as follows:
On January 1, 2018, the Issuer completed the previously announced merger of Union and the Issuer. Upon the effectiveness of the merger, the Issuer ceased to exist as a separate entity, and each issued and outstanding share of Common Stock of the Issuer was converted automatically into and exchanged for the right to receive 0.9354 of a share of Union common stock, par value $1.33 per share.
| Item 5 | Interest in Securities of the Issuer |
Item 5(a) and (b) of the 13D Filing is hereby amended and restated as follows:
(a) and (b)
| Reporting Person | Amount Beneficially Owned | Percent of Class (1) | Sole Power to Vote or Direct the Vote | Shared Power to Vote or Direct the Vote | Sole Power to Dispose or to Direct the Disposition | Shared Power to Dispose or to Direct the Disposition |
| CapGen Capital Group VI LP | 0 | 0.0% | 0 | 0 | 0 | 0 |
| CapGen Capital Group VI LLC | 0 | 0.0% | 0 | 0 | 0 | 0 |
| Eugene A. Ludwig | 0 | 0.0% | 0 | 0 | 0 | 0 |
| Robert B. Goldstein | 0 | 0.0% | 0 | 0 | 0 | 0 |
As a result of the merger, all of the shares of the Issuer Common Stock held by the Reporting Persons have been cancelled, and as of the effective time of the merger, the Reporting Persons own no shares of Issuer Common Stock and cease to be the beneficial owners of more than 5% of the outstanding shares of Common Stock of the Issuer.
| Item 6. | Contracts, Arrangements or Understandings with Respect to Securities of the Issuer |
Item 6 of the 13D Filing is hereby amended and supplemented as follows:
Upon the completion of the merger, the Voting Agreement terminated according to its terms, other than those provisions of the Voting Agreement relating to the restrictions on transfer of shares of Union, the termination of the Investor Agreement and the Registration Rights Agreement that will continue to apply according to their terms.
Upon the completion of the merger, the Affiliate Agreement terminated according to its terms.
The description included in Item 4 of this Amendment is hereby incorporated by reference to this Item 6.
The foregoing references to and descriptions of the Voting Agreement and Affiliate Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Voting Agreement and the Affiliate Agreement, which are incorporated by reference to this Item 6.
| Item 7. | Material to be Filed as Exhibits |
Item 7 of the 13D Filing is hereby amended and supplemented by inserting the following:
| Exhibit 19 | Joint Filing Agreement, dated January 3, 2018, by and among CapGen Capital Group VI LP, CapGen Capital Group VI LLC, Eugene A. Ludwig and Robert B. Goldstein. |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 3, 2018
| CAPGEN CAPITAL GROUP VI LP | |||
| By: | CAPGEN CAPITAL GROUP VI LLC, its general partner | ||
| By: | /s/ Eugene A. Ludwig | ||
| Name: | Eugene A. Ludwig | ||
| Title: | Managing Member | ||
| CAPGEN CAPITAL GROUP VI LLC | |||
| By: | /s/ Eugene A. Ludwig | ||
| Name: | Eugene A. Ludwig | ||
| Title: | Managing Member | ||
| EUGENE A. LUDWIG | |||
| By: | /s/ Eugene A. Ludwig | ||
| Name: | Eugene A. Ludwig | ||
| ROBERT B. GOLDSTEIN | |||
| By: | /s/ Robert B. Goldstein | ||
| Name: | Robert B. Goldstein | ||
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
| Exhibit | Title |
| Exhibit 19 | Joint Filing Agreement, dated January 3, 2018, by and among CapGen Capital Group VI LP, CapGen Capital Group VI LLC, Eugene A. Ludwig and Robert B. Goldstein. |