Statement of Changes in Beneficial Ownership (4)
February 05 2019 - 4:54PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Clarke Michael W
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2. Issuer Name
and
Ticker or Trading Symbol
Union Bankshares Corp
[
UBSH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O UNION BANKSHARES CORPORATION, 1051 EAST CARY STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/1/2019
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(Street)
RICHMOND, VA 23219
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/1/2019
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A
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548909
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A
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$0
(1)
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548909
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D
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Common Stock
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2/1/2019
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A
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69168
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A
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$0
(2)
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69168
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I
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By spouse
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Common Stock
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2/1/2019
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A
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59869
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A
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$0
(3)
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59869
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I
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By spouse as Co-Trustee of spouse's parents
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option Right to Buy Common Stock
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$24.43
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2/1/2019
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A
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1875
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2/1/2019
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1/21/2021
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Common Stock
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1875.0
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(4)
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1875
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D
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Stock Option Right to Buy Common Stock
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$37.1
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2/1/2019
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A
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7500
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2/1/2019
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2/23/2022
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Common Stock
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7500.0
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(5)
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7500
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D
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Stock Option Right to Buy Common Stock
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$31.83
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2/1/2019
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A
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11250
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2/1/2019
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1/24/2024
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Common Stock
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11250.0
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(6)
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11250
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D
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Explanation of Responses:
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(1)
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Received in exchange for 731,879 shares of Access National Corporation ("Access") common stock in connection with the merger of Access with and into Union Bankshares Corporation ("Union") effective February 1, 2019 (the "Merger"). At the effective time of the Merger at 12:01 a.m. on February 1, 2019 (the "Effective Time"), each outstanding share of Access common stock converted into the right to receive 0.75 shares of Union common stock. On January 31, 2019, the last trading day before the Effective Time, the closing price of Access's common stock was $23.61 per share and the closing price of Union's common stock was $31.56 per share. All fractional share holdings were paid in cash.
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(2)
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Received in exchange for 92,224 shares of Access common stock in connection with the Merger. At the Effective Time, each outstanding share of Access common stock converted into the right to receive 0.75 shares of Union common stock. On January 31, 2019, the last trading day before the Effective Time, the closing price of Access's common stock was $23.61 per share and the closing price of Union's common stock was $31.56 per share. All fractional share holdings were paid in cash.
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(3)
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Received in exchange for 79,826 shares of Access common stock in connection with the Merger. At the Effective Time, each outstanding share of Access common stock converted into the right to receive 0.75 shares of Union common stock. On January 31, 2019, the last trading day before the Effective Time, the closing price of Access's common stock was $23.61 per share and the closing price of Union's common stock was $31.56 per share. All fractional share holdings were paid in cash.
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(4)
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Received in the Merger in exchange for a stock option to acquire 2,500 shares of Access common stock for $18.32 per share.
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(5)
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Received in the Merger in exchange for a stock option to acquire 10,000 shares of Access common stock for $27.82 per share.
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(6)
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Received in the Merger in exchange for a stock option to acquire 15,000 shares of Access common stock for $23.87 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Clarke Michael W
C/O UNION BANKSHARES CORPORATION
1051 EAST CARY STREET
RICHMOND, VA 23219
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X
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Signatures
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/s/ Rachael R. Lape, as attorney-in-fact for Michael W. Clarke
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2/5/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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