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Filing Details

Accession Number:: 0001181431-10-064202
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-12-30 15:02:49
Reporting Period:: 2010-12-28

Filing Date:: 2010-12-30
Accepted Time:: 2010-12-30 15:02:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1143155	Hampton Roads Bankshares Inc	HMPR	National Commercial Banks (6021)	542053718

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1228649	Robert Goldstein	C/O Capgen Capital Group Vi Lp 280 Park Ave, 40Th Floor West, Suite 401 New York NY 10017	Yes	No	Yes	Yes
1453863	Eugene Ludwig	280 Park Avenue 40Th Floor West, Suite 401 New York NY 10017	Yes	No	Yes	Yes
1503086	Capgen Capital Group Vi Llc	280 Park Avenue 40Th Floor West Suite 401 New York NY 10017	Yes	No	Yes	Yes
1503087	Capgen Capital Group Vi Lp	280 Park Avenue 40Th Floor West Suite 401 New York NY 10017	Yes	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2010-12-28	36,819,012	$0.40	151,042,787	No	4	P	Indirect	Held by CapGen Capital Group VI LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Held by CapGen Capital Group VI LP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2010-12-28	499,958	$0.00	499,958	$0.40
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2010-12-28	249,979	$0.00	249,979	$0.40

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,346,810	2010-09-30	2020-09-30	No	4	J	Indirect
4,173,405		2020-09-30	No	4	J	Indirect

Footnotes

Capital Group VI LP ("CapGen LP") acquired the shares of common stock, par value $0.01 per share (the "Common Stock"), of Hampton Roads Bankshares, Inc. (the "Issuer") on December 28, 2010. CapGen Capital Group VI LLC ("CapGen LLC") is the sole general partner of CapGen LP. Mr. Eugene A. Ludwig is the managing member of CapGen LLC.
CapGen LP directly owns the warrants ("Warrants") to purchase the Common Stock or shares of Common Stock on this row.
As the sole general partner of CapGen LP, CapGen LLC may be deemed to be the indirect beneficial owner of the shares of Common Stock or Warrants on this row under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, CapGen LLC disclaims that it is the beneficial owner of such shares or Warrants, except to the extent of its pecuniary interest.
As the managing member of CapGen LLC, Mr. Ludwig may be deemed to be the indirect beneficial owner of the shares of Common Stock or Warrants under Rule 16a-1(a)(2) promulgated under the Exchange Act. As a principal member and member of the investment committee of CapGen LLC, the general partner of CapGen LP, Mr. Goldstein may be deemed to be the indirect beneficial owner of such shares or Warrants under Rule 16a-1(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of Mr. Ludwig and Mr. Goldstein disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.
On September 30, 2010, the Issuer issued to CapGen LP (i) a warrant (the "1.0% Warrant") to purchase up to 7,846,852 shares of Common Stock at an exercise or strike price of $0.40 per share and (ii) a warrant (the "0.5% Warrant") to purchase up to 3,923,426 shares of Common Stock at an exercise or strike price of $0.40 per share. Pursuant to the terms of the 1.0% Warrant and the 0.5% Warrant, on December 28, 2010, the number of shares of Common Stock exercisable pursuant to the 1.0% Warrant and the 0.5% Warrant automatically increased by 499,958 shares and 249,979 shares, respectively.
The Warrants on this row are exercisable, in whole or in part by CapGen LP, at any time or from time to time after the earlier of (i) the written stay, modification, termination or suspension by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of Richmond or its delegee and the Virginia Bureau of Financial Institutions (the "BFI") of the Issuer's written agreement with the Federal Reserve Bank of Richmond and the BFI, dated as of June 9, 2010 and (ii) the occurrence of a sale event (as defined in the Warrant).