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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $ 5 | 05/30/2008 | J | 19,200 | 05/31/2008(1) | 06/04/2011 | Common Stock | 19,200 | $ 0 (2) | 1,118,924 | I | By LLC | |||
Warrants | $ 5 | 05/30/2008 | J | 127,500 | 05/31/2008(1) | 06/04/2011 | Common Stock | 127,500 | $ 0 (2) | 1,246,424 (3) | I | By LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Simanson Gary A 9912 GEORGETOWN PIKE STE. D203 GREAT FALLS, VA 22066 |
X | Vice Chairman |
/s/ Gary A. Simanson | 06/03/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The warrants may become exercisable within 60 days of this filing if there is an effective registration statement covering issuance of the shares. |
(2) | Transfer of non-exercisable warrants for nominal value. |
(3) | Community Bankers Acquisition LLC has agreed to grant options as to an aggregate of 1,052,183 shares and 1,052,183 warrants to certain third parties, exercisable for one year beginning 6/8/09 during which period the reporting person has agreed to continue to own such securites. The options are exercisable at an nominal exercise price if certain conditions are met. Such shares are held in escrow until June 2, 2009, pursuant to a Stock Escrow Agreement dated June 8, 2006, between the Issuer, such LLC, other founding stockholders and Continental Stock Transfer & Trust Co. and subject to irrevocable instructions that such shares thereafter shall be retained and held in escrow pursuant to the terms of the Option Escrow Agreement dated as of May 28, 2008, between the reporting person and Continental Stock Transfer & Trust Co. along with the warrants until the earlier of distribution in accordance therewith or June 8, 2010. |
Remarks: Gary A. Simanson, the Vice Chairman and Chief Strategic Officer of the Company, is the sole Manager of Community Bankers Acquisition LLC which holds such warrants. |