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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Martin Edward Coleman
2. Issuer Name and Ticker or Trading Symbol

VALLEY FINANCIAL CORP /VA/ [ VYFC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

36 CHURCH AVENUE SW
3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2015
(Street)

ROANOKE, VA 24011
(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   7/1/2015     D    10632   D   (1) 0   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
Employee Stock Option   $13.1000   7/1/2015     D         2000      (2) 7/27/2016   Common Stock   2000     (2) 0   D    
Employee Stock Option   $12.2000   7/1/2015     D         1500      (3) 3/12/2017   Common Stock   1500     (3) 0   D    
Employee Stock Option   $10.2500   7/1/2015     D         1250      (4) 10/25/2017   Common Stock   1250     (4) 0   D    
Employee Stock Option   $6.0000   7/1/2015     D         3000      (5) 12/29/2018   Common Stock   3000     (5) 0   D    
Employee Stock Option   $3.0500   7/1/2015     D         3000      (2) (6) 12/9/2019   Common Stock   3000     (6) 0   D    
Employee Stock Option   $10.63   7/1/2015     D         600      (7) 10/17/2023   Common Stock   600     (7) 0   D    
Employee Stock Option   $10.6300   7/1/2015     D         2400      (8) 10/17/2023   Common Stock   2400     (8) 0   D    

Explanation of Responses:
( 1)  Effective July 1, 2015, pursuant to an Agreement and Plan of Reorganization, dated as of November 17, 2014 (the "Merger Agreement"), by and among Valley Financial Corp and BNC Bancorp, Valley Financial Corp merged with and into BNC Bancorp, with BNC Bancorp as the surviving company (the "Merger"). In the Merger, each share of Valley Financial Corp's common stock converted into 1.1081 shares of BNC Bancorp's common stock.
( 2)  This option, which provided for vesting in five equal annual installments beginning July 27, 2007, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 2216 shares of BNC Bancorp common stock at a price of $11.82. All other terms remain the same.
( 3)  This option, which provided for vesting in five equal annual installments beginning March 12, 2008, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 1662 shares of BNC Bancorp common stock at a price of $11.01. All other terms remain the same.
( 4)  This option, which was provided for vesting in five equal annual installments beginning October 25, 2008, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 1385 shares of BNC Bancorp common stock at a price of $9.25 per share. All other terms remain the same.
( 5)  This option, which provided for vesting in five equal annual installments beginning December 30, 2009, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 3324 shares of BNC Bancorp common stock at a price of $5.41. All other terms remain the same.
( 6)  This option, which provided for vesting in five equal annual installments beginning December 10, 2010, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 3324 shares of BNC Bancorp common stock at a price of $2.75 per share. All other terms remain the same.
( 7)  This option, which provided for vesting in five equal annual installments beginning October 18, 2014, was assumed by BNC Bancorp in the merger, fully vested and replaced with an option to purchase 664 shares of BNC Bancorp common stock at a price of $9.59 per share. All other terms remain the same.
( 8)  This option, which provided for vesting in five equal annual installments beginning October 18, 2014, was assumed by BNC Bancorp in the merger, fully vested, and replaced with an option to purchase 2659 shares of BNC Bancorp common stock for a price of $9.59 per share. All other terms remain the same.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Martin Edward Coleman
36 CHURCH AVENUE SW
ROANOKE, VA 24011


EVP

Signatures
Edward Coleman Martin 7/1/2015
** 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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