FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LEHMAN KENNETH R
2. Issuer Name and Ticker or Trading Symbol

VIRGINIA COMMERCE BANCORP INC [ VCBI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O VIRGINIA COMMERCE BANCORP, INC., 5350 LEE HIGHWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

3/21/2011
(Street)

ARLINGTON, VA 22207
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) (2) 3/21/2011     A    426000   A $5.62   534575   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Series A Warrant   (1) (2) $5.62   3/21/2011     A      426000       3/31/2011   10/31/2011   Common Stock   426000   $.125   426000   D  
 
Series B Warrant   (1) (2) $5.62   3/21/2011     A      426000       3/31/2011   3/31/2012   Common Stock   426000   $.125   426000   D  
 

Explanation of Responses:
( 1)  Pursuant to a Securities Purchase Agreement entered into between the Issuer and the Reporting Person on March 21, 2011, the Reporting Person has agreed to purchase 426,000 shares of Common Stock, together with a Series A Warrant for the purchase of up to 426,000 additional shares of Common Stock and a Series B Warrant for the purchase of up to 426,000 additional shares of Common Stock, for a combined per share purchase price of $5.87 (which is the consolidated closing bid price of the Common Stock on March 18, 2011 plus $0.250 representing the aggregate value for each share of Common Stock purchasable with the Series A Warrant and the Series B Warrant). The closing is expected to take place no later than March 31, 2011.
( 2)  The acquisition was approved by the Issuer's board of directors in accordance with Exchange Act Rule 16b-3(d)(1) and is, therefore, exempt from Section 16(b) of the Exchange Act.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LEHMAN KENNETH R
C/O VIRGINIA COMMERCE BANCORP, INC.
5350 LEE HIGHWAY
ARLINGTON, VA 22207
X



Signatures
Kenneth R. Lehman 3/23/2011
** 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 control number.
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