XBKS Xenith Bankshares, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

______________________________________

FORM 11-K

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(Mark One)

☒   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

OR

☐   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number:   001- 32968

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

VBA Defined Contribution Plan for Hampton Roads Bankshares, Inc.

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Hampton Roads Bankshares, Inc.

641 Lynnhaven Parkway

Virginia Beach, VA 23452

VBA D EFINED  C O N TRIBUTION PLAN FOR

HAMPTON ROADS BANKSHARES, INC.

Financial Statements and Supplemental Schedule

December 31, 2013 and 2012

(With Report of Independent Registered Public Accounting Firm Thereon)

VBA DEFINED CONTRIBUTION PLAN FOR

HAMPTON ROADS BANKSHARES, INC.

Table of Contents

(1)   Description of t he Plan

The following description of VBA Defined Contribution Plan for Hampton Roads Bankshares, Inc.   (the  “ Plan , ” formerly called the Virginia Bankers Association Defined Contribution Plan for the Bank of Hampton Roads ) provides only general information  ( Hampton Roads Bankshares, Inc. (the “Plan Sponsor”) is a public ly traded company ) .     Participants should refer to the p lan agreement for a more complete description of the Plan ’ s provisions.

  (a)   General

The Plan is a defined contribution plan covering substantially all eligible employees of Hampton Roads   Bankshares, Inc. and its subsidiaries   who have at least three months of service and are at least twenty - one years of age .  However, employees of Shore Bank who are at least eighteen years of age and ha d at least three months of service prior to April 1, 201 1 are eligible to participate in the Plan.     The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ( “ ERISA ” ) .

(b)   Contributions

Each yea r, participants may contribute up to 9 6 %   of pre - tax compensation, as defined in the Plan, up to the maximum allowable by the Internal Revenue Code ( “ IRC ” ) .     These limits were $17,5 00 and $1 7 , 0 00 during 2013 and 2012 , respectively .     Par ticipants who have attained age  50 before the end of the p lan year are eligible to make catch ‑ up contributions. These catch ‑ up contributions are subject to Internal Revenue Service ( “ IRS ”) limits of $5,500 for 2013   and 2012 .     Participants may also contribute funds from other tax ‑ qualified plans as rollover contributions.   The Plan Sponsor provides matching contributions of 100% of the first 3 % of base compensation and 50% for the next 2% of base compensation that a participant contributes to the Plan ; these matching contributions are allocated proportionate to the participant holdings .     Additional profit sharing amounts may be contributed at the discretion of the Plan Sponsor’s board of directors.   No discretionary profit sharing contrib utions were made during the year s ended December 31, 2013 or 2012 .

(c)   Participant Accounts

Each participant ’ s account is credited with the participant ’ s contributions and allocations of matching contributions and plan earnings on the account and charged with an allocation of administrative expenses.     Allocations are based on participant earnings or account balances, as defined.   The benefit to which a participant is entitled is the benefit that can be provided from the participant ’ s vested account.

(d)   Participant Loans

Participants may borrow from their fund account an amount not to exceed the lesser of $50,000 or 50% of their vested account balance.  The minimum loan amount allowed by the Plan is $1,000.  A participant may only have two loans outstanding at a given time.  Loans must be repaid within five years unless the loan is used to acquire a principal residen ce for the participant for which the loan must be repaid within a reasonable period of time not to ex cee d 15 years.  The loans are secured by the vested balance in the participant’s account.  All loans of the Plan bear interest at a fixed annual rate.  The fixed rate of interest is set at 1% over the Wall Street Journal Prime Rate at the time that the loan application is made or approved.  Principal and interest are paid ratably through payroll deductions.

(e)   Investment Options

Participants direct the investments of all contributions into various investment options offered by the Plan.   The Plan offers one   common collective trust fund ,   twenty self ‑ directed mutual funds, and the Plan Sponsor ’ s common stock .     Participants may choose to invest up to 10% of their account balance and 10% of future contribu tions in the Plan Sponsor’s common stock.

(f)   Vesting

Participants are vested immediately in their contributions and in the Plan Sponsor ’ s matching contributions plus actual earnings thereon.   Vesting in the Plan Sponsor ’ s profit sharing contribution portion of their accounts is based on years of service, as defined by the Plan.   A partici pant is 100% vested in Plan Sponsor’s profit sharing contributions after three  years of credited service.

(g)   Payment of Benefits

On termination of service, a participant may elect to receive a lump ‑ sum amount equal to the value of the participant ’ s vested interest in his or her account or annual installments.   In certain situations, participants may receive in ‑ service hardship withdrawals from the elective deferral and employer m atch portions of their account.

(h)   Forfeited Accounts

At December 31, 2013 and 2012 , forfeited non - vested accounts consisting of employer contributions totaled $ 1, 374 and $ 1 , 137 , respectively.   These accounts will be used to reduce future employer contributions.  In 2013 , employer contributions were reduced by $2 36 from forfeited non-vested accounts .  

(2)   Summary of Significant Accounting Poli cies

(a)   Basis of Accounting

The financial statements of the Plan are prepared on t he accrual basis of accounting.

Investment contracts held by a defined contribution plan are required to be reported at fair value.   However, contract value is the relevant measurement attribute for that portion of the assets available for benefits of a defined contribution plan attributable to fully benefit ‑ responsive investment contracts because the contract value is the amount participants would receive if they were to initiate permitted trans actions under the terms of the P lan.   The Statement s of Assets Available for Benefits present s the fair value of the investments contracts as well as the adjustment of the fully benefit ‑ responsive investment contracts from fair value to contract value.   The Statement s of Changes in Assets Available for Benefits are prep ared on a contract ‑ value basis.

(b)   Administrative Expenses

Certain administrative expenses are absorbed by the Plan S ponsor.

(c)   Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(d)   Investment V aluation and Income Recognition

Investments are reported at fair value.   Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.   Refer to N ote  3 ,   Fair Value Measurements , for discuss ion of fair value measurements.

Purchases and sales of securities are recorded on a trade ‑ date basis.   Interest income is recorded on the accrual basis.   Dividends are recorded on the ex ‑ dividend date.   Net appreciation or depreciation in fair value of investments includes the Plan ’ s gains and losses on investments bought and sold a s well as held during the year.

(e)   Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.  The Form 5500 presents participant loans as an investment.

(f)   Payment of Benefits

B enefits are recorded when paid.

(g)   New Accounting Pronouncements

On January 1, 201 2 , the Plan adopted ASU 2012 -04, Fair Value Measurement:  Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs , which provides clarification about the application of existing fair value measurement and disclosure requirements and expands certain other disclosure requirements.  The adoption did not have a material impact on the Statements of Assets Available for Benefits or the Statements of Changes in Assets Available for Benefits .

(3)   Fair Value Measurements

FASB  Accoun ting Standards Codification ( “ ASC ” )   820, Fair Value Measurements and Disclosures , establishes a framework for measuring fair value.   That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.   The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identic al assets or liabilities (Level  1 measurements) and the lowest priorit y to unobservable inputs (Level  3 measurements).   The three levels of the fair value hierarchy und er ASC  820 are described below:

The asset or liability ’ s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2013 and 2012 .

Plan Sponsor C ommon S tock : Valued at the closing price reported on the stock exchange on which the in dividual securities are traded.

Mutual Funds :   Val ued at the closing price   reported on the active market, which represents the net asset value of shares held by the Plan at year ‑ end.

Common Collective Trust Fund : Valued at net asset value, which is used as a practical expedient for fair value .     The use of net asset value as fair value is deemed appropriate as there are no imposed redemption restrictions and the Plan

does not have any contractual obligations to further invest in the trust fund.  Refer to N ote  4 ,   Investment in Common Collective Trust Fund , for more information.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.   Furthermore, while the Plan believes the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value mea surement at the reporting date.

The following table s set forth by level, within the fair value hierarchy, the Plan ’ s   investments at fair value as of December 31, 2013 and 2012 .

(4)   Investment in Common Collective Trust Fund

The Plan invests in the Reliance Trust Stable Value Fund, MetLife Series 25157 (the “Fund”), a fully benefit ‑responsive common collective trust fund. The Fund invests entirely in the MetLife Group Annuity Contract 25157, which consists of separately managed investment portfolios in fixed income securities , and also enters into wrapper contracts, which are issued by third-parties and are designed to allow the Fund to maintain a constant net asset value . The Fund is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses.

As described in Note 2, contract value is the relevant measurement attribute for the Fund that is a fully benefit-responsive investment. Contract value, as reported to the Plan, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.

There are no reserves against the contract value for credit risk of the contract issuer or otherwise. The crediting interest rate is based on a formula agreed upon with the issuer.  Such interest rates are reviewed on a quarterly basis for resetting.

Certain events may limit the ability of the Plan to transact at contract value with the Fund. Such events include the following: (1) amendments to the plan documents (including complete or partial plan termination or merger with another plan that requires liquidation of the Fund), (2) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the Plan Sponsor or other Plan Sponsor events (for example, divestitures or spin ‑offs of a subsidiary that require liquidation of the Fund), or (4) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA.  The plan administrator does not believe that any events which would limit the Plan’s ability to transact at contract value with participants have occurred or are probable of occurring.

Average yields for the Fund for years ended December 31, 2013 and 2012 were as follows:

(5)   Tax Status

The Plan received a favorable determination letter dated May 30, 2012 , whereby the IRS stated that the Plan and related trust are designed in accordance with the applicable sections of the IRC.  The Plan has not been amended since receiving the determination letter.

U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS.  The plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2013 , there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are no audits for any tax periods currently in progress.

  (6)   Plan Termination

Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in their employer contributions .

(7)   Investments

The following table presents investments that represent 5% or more of the Plan ’ s assets at December  31:

During 2013 and 2012 , the Plan ’ s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (de preciated) in value as follows:

(8)   Related Party Transactions

Reliance Trust Company is the trustee and investment manager of the Plan’s investment in the Fund.  Transactions in the Fund qualify as party ‑in ‑interest transactions which are exempt from the prohibited transaction rules of ERISA and the IRC.

The option to invest in the Plan Sponsor’s common stock makes the Plan Sponsor a party ‑ in ‑ interest, and these transactions qualify as exempt party ‑ in ‑ interest transactions.   Investment in employer securities is permitted   by ERISA and the United States Department of Labor Rules and Regulations.   The fair value of the Plan Sponsor ’s common stock is based on quotes from a stock exchange .     The Plan held 173,424, and 56,726 shares of the Plan Sponsor’s common stock at December 31, 2013 and 2012 ,   respectively.  These investments represent less than   1 % of total p lan investments at December 31, 2013 and 2012 .

  (9)   Risks a nd Uncertainties

The Plan invests in various investment securities.   Investment securities are exposed to various risks such as interest rate, market, and credit risks.   Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants ’ account balances and the amounts reported in the Statement s of Assets Available f or Benefits.

(10)  Reconciliation of Financial Statem ents to Form  5500

The following tables provide a reconciliation of the Net I ncrease in Assets Available for Benefits and Assets Available for Benefits p er the financial statements for the year s ended December 31, 2013 and 2012   to Schedule  H of Form 5500.

(1 1 )  Subsequent Events

The Plan has evaluated subsequent events through June 30 , 201 4 , the date these financial statements were available to be issued and, except as disclosed, there are no additional events required for disclosure.

S UPPLEMENTAL SCHEDULE