Filing Details
- Accession Number:
- 0000895345-21-000152
- Form Type:
- 13G Filing
- Publication Date:
- 2021-02-11 18:10:28
- Filed By:
- EJF Capital
- Company:
- Silvergate Capital Corp
- Filing Date:
- 2021-02-12
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| EJF Capital | 0 | 135,300 | 0 | 135,300 | 135,300 | 0.7% |
| Emanuel J. Friedman | 0 | 135,300 | 0 | 135,300 | 135,300 | 0.7% |
| EJF Sidecar Fund, Series | 0 | 135,300 | 0 | 135,300 | 135,300 | 0.7% |
| EJF Financial Services Fund | 0 | 0 | 0 | 0 | 0 | 0% |
| EJF Financial Services GP | 0 | 0 | 0 | 0 | 0 | 0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
| Silvergate Capital Corp. |
| (Name of Issuer) |
| Class A Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 82837P408 |
| (CUSIP Number) |
| December 31, 2020 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the
Notes).
| CUSIP No. 82837P408 | 13G | |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| EJF Capital LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 135,300 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 135,300 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 135,300 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 0.7% (1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA | | | |||
| | | ||||
| (1) | Based on 18,676,070 shares of Class A common stock, par value $0.01 per share (“Common Stock”) outstanding as of December 1, 2020, as reflected in the Form S-3 filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on December 3, 2020. |
| CUSIP No. 82837P408 | 13G | |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Emanuel J. Friedman | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 135,300 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 135,300 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 135,300 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 0.7% (1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| (1) | Based on 18,676,070 shares of Common Stock outstanding as of December 1, 2020, as reflected in the
Form S-3 filed by the Issuer with
the SEC on December 3, 2020. |
| CUSIP No. 82837P408 | 13G | |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| EJF Sidecar Fund, Series LLC – Small Financial Equities
Series | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 135,300 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 135,300 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 135,300 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 0.7% (1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Based on 18,676,070 shares of Common Stock outstanding as of December 1, 2020, as reflected in the Form S-3 filed by the Issuer with the SEC on December 3,
2020. |
| CUSIP No. 82837P408 | 13G | |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| EJF Financial Services Fund, LP | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 0 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 0% (1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| (1) | Based on 18,676,070 shares of Common Stock outstanding as of December 1, 2020, as reflected in the Form S-3 filed by the Issuer with the SEC on December 3, 2020. |
| CUSIP No. 82837P408 | 13G | |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| EJF Financial Services GP, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☒ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 0 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 0% (1) | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | Based on 18,676,070 shares of Common Stock outstanding as of December 1, 2020, as reflected in the Form S-3 filed by the Issuer with the SEC on December 3, 2020. |
| Item 1(a). | Name of Issuer: |
Silvergate
Capital Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
4250 Executive Square, Suite 300
La Jolla, California 92037
La Jolla, California 92037
| Item 2(a). | Name of Person Filing: |
This Amendment No. 2 to Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
| (i) | EJF Capital LLC; |
| (ii) | Emanuel J. Friedman; |
| (iii) | EJF Sidecar Fund, Series LLC – Small Financial Equities Series (“EJF Sidecar Series SFE”); |
| (iv) | EJF Financial Services Fund, LP (the “Financial Services Fund”); and |
| (v) | EJF Financial Services GP, LLC. |
*Attached
as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 2 to Schedule 13G is being filed on behalf of each of them.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of
each Reporting Person is:
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
| Item 2(c). | Citizenship: |
See Item 4 of the attached cover pages.
| Item 2(d). | Title of Class of Securities: |
Class A common stock, par value $0.01 per
share per share (“Common Stock”)
| Item 2(e). | CUSIP Number: |
82837P408
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n): |
Not Applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially
owned: | |
| | | |
| | See Item 9 of the
attached cover pages. | |
| | | |
| (b) | Percent of class: | |
| | | |
| | See Item 11 of the
attached cover pages. | |
| | | |
| (c) | Number of shares as
to which such person has: | |
| | | |
| | (i) | Sole power to vote or
to direct the vote: |
| | | |
| | | See Item 5 of the
attached cover pages. |
| | | |
| | (ii) | Shared power to vote
or to direct the vote: |
| | | |
| | | See Item 6 of the
attached cover pages. |
| | | |
| | (iii) | Sole power to dispose
or to direct the disposition: |
| | | |
| | | See Item 7 of the
attached cover pages. |
| | | |
| | (iv) | Shared power to
dispose or to direct the disposition: |
| | | |
| | | See Item 8 of the
attached cover pages. |
EJF Sidecar Series SFE is the record owner of the number of shares of Common Stock shown on Item 9 of its respective cover page.
The Financial Services Fund was the record owner of the shares of Common Stock previously reported on an Amendment No. 1 to Schedule 13G filed on
February 14, 2020 (“Amendment No. 1”), but no longer owns such shares of Common Stock.
EJF Financial Services GP, LLC is the general partner of the Financial Services Fund and an investment manager of certain
affiliates thereof and may be deemed to have had shared beneficial ownership of the shares of Common Stock of which the Financial Services Fund was the record owner.
EJF Capital LLC is the managing member of EJF Sidecar Series SFE (and the investment manager of an affiliate thereof) and the sole
member of EJF Financial Services GP, LLC, and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Sidecar Series SFE is the record owner and to have had shared beneficial
ownership of the shares of Common Stock of which EJF Financial Services GP, LLC may have had shared beneficial ownership. EJF Capital LLC also serves as an investment adviser to an account that was the record owner of shares of Common Stock
previously reported on Amendment No. 1 but which no longer owns such shares, and may be deemed to have had shared beneficial ownership of such shares of Common Stock.
Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares of Common Stock over which EJF Capital LLC may
share beneficial ownership.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof each Reporting Person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [X].
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2021
| | EJF CAPITAL LLC | |||
| | By: | /s/ David Bell | ||
| | Name: | David Bell | ||
| | Title: | General Counsel | ||
| | EMANUEL J. FRIEDMAN | |||
| | By: | /s/ Emanuel J. Friedman | ||
| | Name: | Emanuel J. Friedman | ||
| | | | ||
| | EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES
SERIES | |||
| | By: | EJF CAPITAL LLC | ||
| Its: | Managing Member | |||
| | By: | /s/ David Bell | ||
| | Name: | David Bell | ||
| | Title: | General Counsel | ||
| | EJF FINANCIAL SERVICES FUND, LP | |||
| | By: | EJF FINANCIAL SERVICES GP, LLC | ||
| Its: | General Partner | |||
| By: | EJF CAPITAL LLC | |||
| Its: | Sole Member | |||
| | By: | /s/ David Bell | ||
| | Name: | David Bell | ||
| | Title: | General Counsel | ||
| | EJF FINANCIAL SERVICES GP, LLC | |||
| | By: | EJF CAPITAL LLC | ||
| Its: | Sole Member | |||
| | By: | /s/ David Bell | ||
| | Name: | David Bell | ||
| | Title: | General Counsel | ||
EXHIBIT A
The undersigned, EJF Capital LLC, a Delaware
limited liability company, Emanuel J. Friedman, EJF Sidecar Fund, Series LLC – Small Financial Equities Series, a Delaware separate series limited liability company, EJF Financial Services Fund, LP, a Delaware limited partnership, and EJF
Financial Services GP, LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Amendment No. 2 to Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of
them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: February 11, 2021
| | EJF CAPITAL LLC | |||
| | By: | /s/ David Bell | ||
| | Name: | David Bell | ||
| | Title: | General Counsel | ||
| | EMANUEL J. FRIEDMAN | |||
| | By: | /s/ Emanuel J. Friedman | ||
| | Name: | Emanuel J. Friedman | ||
| | | | ||
| | EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES
SERIES | |||
| | By: | EJF CAPITAL LLC | ||
| Its: | Managing Member
| |||
| | By: | /s/ David Bell | ||
| | Name: | David Bell | ||
| | Title: | General Counsel | ||
| | EJF FINANCIAL SERVICES FUND, LP | |||
| | By: | EJF FINANCIAL SERVICES GP, LLC | ||
| Its: | General Partner
| |||
| By: | EJF CAPITAL LLC | |||
| Its: | Sole Member | |||
| | By: | /s/ David Bell | ||
| | Name: | David Bell | ||
| | Title: | General Counsel | ||
| | EJF FINANCIAL SERVICES GP, LLC | |||
| | By: | EJF CAPITAL LLC | ||
| Its: | Sole Member | |||
| | By: | /s/ David Bell | ||
| | Name: | David Bell | ||
| | Title: | General Counsel | ||