| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HAMPTON ROADS BANKSHARES INC [ HMPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/27/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock, par value $0.01 per share | 06/27/2012 | P | 18,520,747 | A | $0.7 | 26,391,440 | D(1) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is the sole member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of Carlyle Financial Services, Ltd., which is the general partner of TCG Financial Services, L.P., which is the general partner of Carlyle Financial Services Harbor, L.P., which is the record holder of the securities reported herein. By virtue of these relationships, each of the reporting persons may be deemed to share beneficial ownership of the securities reported herein. Each reporting person expressly disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein. |
| Remarks: |
| Exhibit List: Exhibit 99 - Joint Filer Information |
| /s/ R. Rainey Hoffman, attorney-in-fact for Daniel A. D?Aniello, Chairman | 06/28/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
Exhibit 99
Joint Filer Information
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Date of Event Requiring
Statement:
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June 27, 2012 | |||
| Issuer Name and Ticker or Trading Symbol: | Hampton Roads Bankshares, Inc. [HMPR] | |||
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Designated Filer:
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Carlyle Group Management L.L.C. | |||
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Other Joint Filers:
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The Carlyle Group L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., Carlyle Financial Services, Ltd., TCG Financial Services, L.P., Carlyle Financial Services Harbor, L.P. | |||
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Addresses:
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The address of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., Carlyle Financial Services, Ltd. and TCG Financial Services, L.P. is c/o Walker Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9001, Cayman Islands. The address of each of the other reporting persons is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington, DC 20004-2505. | |||
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Dated: June 28, 2012
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Signatures:
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CARLYLE GROUP MANAGEMENT L.L.C.
By: /s/ R. Rainey
Hoffman, attorney-in-fact
Name: Daniel D’Aniello
Title:
Chairman
THE CARLYLE GROUP L.P.
By: Carlyle Group Management L.L.C.,
its general partner
By: /s/ R. Rainey
Hoffman, attorney-in-fact
Name: Daniel D’Aniello
Title:
Chairman
CARLYLE HOLDINGS II GP L.L.C.
By: The Carlyle Group L.P.,
its managing member
By: Carlyle Group Management L.L.C.,
its general partner
By: /s/ R. Rainey
Hoffman, attorney-in-fact
Name: Daniel D’Aniello
Title:
Chairman
CARLYLE HOLDINGS II L.P.
By: /s/ R. Rainey
Hoffman, attorney-in-fact
Name: Daniel D’Aniello
Title:
Chairman
TC GROUP CAYMAN INVESTMENT HOLDINGS L.P.
By: Carlyle Holdings II L.P.,
its general partner
By: /s/ R. Rainey
Hoffman, attorney-in-fact
Name: Daniel D’Aniello
Title:
Chairman
TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P.
By: TC Group Cayman Investment Holdings L.P.,
its general partner
By: Carlyle Holdings II L.P.,
its general partner
By: /s/ R. Rainey
Hoffman, attorney-in-fact
Name: Daniel D’Aniello
Title:
Chairman
CARLYLE FINANCIAL SERVICES, LTD.
By: /s/ R. Rainey
Hoffman, attorney-in-fact
Name: Daniel D’Aniello
Title:
Director
TCG FINANCIAL SERVICES, L.P.
By: Carlyle Financial Services, Ltd.,
its general partner
By: /s/ R. Rainey
Hoffman, attorney-in-fact
Name: Daniel D’Aniello
Title:
Director
CARLYLE FINANCIAL SERVICES HARBOR, L.P.
By: TCG Financial Services, L.P.,
its general partner
By: Carlyle Financial Services, Ltd.,
its general partner
By: /s/ R. Rainey
Hoffman, attorney-in-fact
Name: Daniel D’Aniello
Title:
Director