Page 14 of 16 – SEC Filing
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends the Schedule 13D originally filed by the undersigned (the “Reporting Persons”) on September 11, 2015 (the “Original Schedule 13D”) regarding the common stock, without par value (the “Common Stock”), of Alexander & Baldwin, Inc., a Hawaii corporation (the “Issuer”) with principal executive offices located at 822 Bishop Street, Honolulu, Hawaii 96813.
This Amendment No. 1 amends the Original Schedule 13D as specifically set forth herein, and serves as an exit filing for the Reporting Persons as the Reporting Persons no longer beneficially own more than 5% of the Issuer’s outstanding Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock listed on the cover pages to this Amendment No. 1 were acquired for investment purposes. The Reporting Persons currently are generally satisfied with the Issuer’s direction and efforts undertaken by the Issuer to improve shareholder value. As of August 14, 2017, the Reporting Persons have no present plans or proposals which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b)
The aggregate percentage of the outstanding shares of Common Stock reported as beneficially owned by each Reporting Person is based upon the 49,161,432 shares of Common Stock outstanding as of June 30, 2017, as disclosed in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission on August 3, 2017.
EJF Debt Opportunities Master Fund, L.P. (the “Debt Fund”) beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 1,261,003 such shares of Common Stock, representing 2.6% of the outstanding shares of Common Stock. EJF Debt Opportunities GP, LLC, as the general partner of the Debt Fund and an investment manager of certain affiliates thereof, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 1,261,003 such shares of Common Stock, representing 2.6% of the outstanding shares of Common Stock.
EJF Financial Services Fund, LP (the “Financial Services Fund”) beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 247,737 such shares of Common Stock, representing 0.5% of the outstanding shares of Common Stock. EJF Financial Services GP, LLC, as the general partner of the Financial Services Fund and an investment manager of certain affiliates thereof, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 247,737 such shares of Common Stock, representing 0.5% of the outstanding shares of Common Stock.
EJF Debt Opportunities Master Fund II, LP (the “Debt Fund II”) beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 237,769 such shares of Common Stock, representing 0.5% of the outstanding shares of Common Stock. EJF Debt Opportunities II GP, LLC, as the general partner of the Debt Fund II and an investment manager of an affiliate thereof, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 237,769 such shares of Common Stock, representing 0.5% of the outstanding shares of Common Stock.
Each of EJF Income Fund, LP (the “Income Fund”), EJF Income GP, LLC (the general partner of the Income Fund and the investment manager of an affiliate thereof), Beltway Strategic Opportunities Fund L.P. (the “Beltway Fund”), and EJF Beltway Strategic Opportunities GP LLC (the general partner of the Beltway Fund) have ceased to beneficially own any shares of the Issuer’s Common Stock.
The Debt Fund, the Financial Services Fund, and the Debt Fund II are collectively referred to herein as the “Funds.”
EJF Capital LLC (“EJF”), as an investment manager managing pooled investment vehicles either directly or through a general partner or investment manager of which it is the sole member, beneficially owns and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 1,746,509 shares of Common Stock beneficially owned by the Funds, representing 3.6% of the outstanding shares of Common Stock. By virtue of Emanuel J. Friedman’s position as the controlling member of EJF, Emanuel J. Friedman beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 1,746,509 such shares of Common Stock, representing 3.6% of the outstanding shares of Common Stock.
Neither the filing of this Amendment No. 1 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that they constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and the Reporting Persons expressly disclaim status as a “group” for purposes of this Amendment No. 1.
(c)
Schedule I hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty (60) days.
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