SEC Form 4
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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
WAMPLER KEITH L

(Last) (First) (Middle)
C/O ATLANTIC UNION BANKSHARES CORP
4300 COX ROAD

(Street)
GLEN ALLEN VA 23060

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Atlantic Union Bankshares Corp [ AUB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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 10/02/2023 A 521(1) A $0 14,840 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Phantom Stock (2) 09/01/2016 A 521.9521 (2) (2) Common Stock 521.9521 $27.83(3) 20,036.7861(4) I By Trustee of Non-Qualified Plan (deferred comp)
Phantom Stock (2) 12/01/2016 A 442.4565 (2) (2) Common Stock 442.4565 $33.8(3) 20,479.2426 I By Trustee of Non-Qualified Plan (deferred comp)
Phantom Stock (2) 03/01/2017 A 328.9675 (2) (2) Common Stock 328.9675 $36.26(3) 20,808.2101 I By Trustee of Non-Qualified Plan (deferred comp)
Phantom Stock (2) 06/01/2017 A 348.6183 (2) (2) Common Stock 348.6183 $33.6(3) 21,156.8284 I By Trustee of Non-Qualified Plan (deferred comp)
Phantom Stock (2) 09/01/2017 A 460.7999 (2) (2) Common Stock 460.7999 $31.33(3) 21,617.6283 I By Trustee of Non-Qualified Plan (deferred comp)
Phantom Stock (2) 12/01/2017 A 358.8679 (2) (2) Common Stock 358.8679 $37.69(3) 21,976.4962 I By Trustee of Non-Qualified Plan (deferred comp)
Phantom Stock (2) 03/01/2018 A 121.0978 (2) (2) Common Stock 121.0978 $37.38(3) 22,097.594 I By Trustee of Non-Qualified Plan (deferred comp)
Phantom Stock (2) 06/01/2018 A 60.983 (2) (2) Common Stock 60.983 $41.1(3) 22,158.577 I By Trustee of Non-Qualified Plan (deferred comp)
Phantom Stock (2) 09/01/2018 A 63.139 (2) (2) Common Stock 63.139 $41.6(3) 22,221.716 I By Trustee of Non-Qualified Plan (deferred comp)
Phantom Stock (2) 12/01/2018 A 79.871 (2) (2) Common Stock 79.871 $35.4(3) 22,774.449(5) I By Trustee of Non-Qualified Plan (deferred comp)
Explanation of Responses:
1. Direct issue from Issuer.
2. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service as a director; provided, that if the reporting person elected to receive distributions under the Company's non-qualified deferred compensation plan in installments, such amounts are payable only in cash.
3. Based on the market closing price on the last trading day before the transaction date.
4. Calculated based on 14,438.917 shares of phantom stock owned by the reporting person as of the date of this report and including 5,075.917 additional shares of phantom stock that were acquired pursuant to voluntary deferrals of cash compensation and dividend reinvestments prior to September 1, 2016 that had not been previously reported.
5. Includes 472.862 additional shares acquired through dividend reinvestment since the reporting person's last Form 4 that reported a transaction in Table II.
Remarks:
A reconciliation process was conducted to analyze potential discrepancies between the reporting person's actual and reported ownership. A discrepancy was identified and a detailed review of the reporting person's transaction history was performed. The review concluded that the discrepancy was due to previously unreported activity by the reporting person in a non-qualified deferred compensation plan. See footnote 2 for additional information about this plan. The review confirmed the share amounts reported in the transactions set forth above. The price per share and the date of each transaction are the reporting person's best estimates based on the review's findings, but the date and price per share of each transaction remain uncertain. A portion of the discrepancy could not be accounted for during the review. See footnote 4 for additional information.
/s/ Rachael R. Lape, Attorney-in-Fact 10/04/2023
** 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).
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