Filing Details
- Accession Number:
- 0001062993-16-010246
- Form Type:
- 13D Filing
- Publication Date:
- 2016-06-15 16:53:00
- Filed By:
- Voce Capital
- Company:
- Fbr & Co. (NASDAQ:FBRC)
- Filing Date:
- 2016-06-15
- SEC Url:
- 13D Filing
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 |
|---|---|---|---|---|---|---|
| Voce Capital Management | 0% | |||||
| Voce Capital | 0% | |||||
| J. Daniel Plants | 0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d -1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d -2(a)
(Amendment No. 14)*
FBR & CO.
(Name of
Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
30247C400
(CUSIP Number)
MARK SHAMIA
VOCE CAPITAL MANAGEMENT LLC
600 Montgomery Street, Suite 210
San Francisco, California
94111
(415) 489-2600
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
June 15, 2016
(Date of Event Which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d -7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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. 30247C400
| 1 | NAME OF REPORTING PERSON |
| Voce Capital Management LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
| [ ] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| CALIFORNIA |
| 7 | SOLE VOTING POWER | |
| NUMBER OF | - 0 - | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | - 0 - | |
| EACH | ||
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | ||
| WITH: | - 0 - | |
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| - 0 - | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0% | |
| 14 | TYPE OF REPORTING PERSON |
| OO |
CUSIP No. 30247C400
| 1 | NAME OF REPORTING PERSON |
| Voce Capital LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
| [ ] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| DELAWARE |
| 7 | SOLE VOTING POWER | |
| NUMBER OF | - 0 - | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | - 0 - | |
| EACH | ||
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | ||
| WITH: | - 0 - | |
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| - 0 - | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0% | |
| 14 | TYPE OF REPORTING PERSON |
| OO |
CUSIP No. 30247C400
| 1 | NAME OF REPORTING PERSON |
| J. Daniel Plants | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
| [ ] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| USA |
| 7 | SOLE VOTING POWER | |
| NUMBER OF | - 0 - | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | - 0 - | |
| EACH | ||
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | ||
| WITH: | - 0 - | |
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| - 0 - | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0% | |
| 14 | TYPE OF REPORTING PERSON |
| IN |
EXPLANATORY NOTE
This Amendment No. 14 to Schedule 13D (the Amendment) is being filed with respect to the beneficial ownership of Voce Capital Management LLC, Voce Capital LLC and J. Daniel Plants (the Reporting Persons). This Amendment supplements the Schedule 13D as previously filed on July 7, 2015 (as amended, the Schedule 13D). Each Item below amends and supplements the information disclosed under the corresponding Item of Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning herein as are ascribed to such terms in Schedule 13D.
As of June 15, 2016, the Reporting Persons no longer beneficially own any Shares of the Issuer. This is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented by adding the following information:
On June 15, 2016, Voce Capital Management sold all 387,025 of its Shares of the Issuer in open market transactions for $16.40 per share.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety as follows:
| (a) | As of June 15, 2016, the Reporting Persons do not beneficially own any Shares of the Issuer. |
| To the extent that Voce Catalysts former director nominees Jarl Berntzen and Michael McConnell own Shares of the Issuer, the Reporting Persons disclaim beneficial ownership of the Shares beneficially owned by Mr. Berntzen and Mr. McConnell. | |
| (b) | As of June 15, 2016, the Reporting Persons do not beneficially own any Shares of the Issuer. |
| (c) | The response to Item 4 of this Schedule 13D is incorporated herein by reference. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | On June 15, 2016, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares of the Issuer. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 15, 2016
Voce Capital Management LLC
| By: | Voce Capital LLC | |
| Managing Member | ||
| By: | /s/ J. Daniel Plants | |
| Name: | J. Daniel Plants | |
| Title: | Managing Member |
Voce Capital LLC
| By: | /s/ J. Daniel Plants | |
| Name: | J. Daniel Plants | |
| Title: | Managing Member |
| /s/ J. Daniel Plants | |
| J. Daniel Plants |
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement* |
| Exhibit 2 | Shareholder Nomination Letter dated March 18, 2016* |
| Exhibit 3 | Press Release dated March 21, 2016* |
| Exhibit 4 | Press Release dated April 5, 2016 (incorporated by reference to Exhibit 1 to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on April 5, 2016)* |
| Exhibit 5 | Presentation Materials (incorporated by reference to Exhibit 2 to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on April 5, 2016)* |
| Exhibit 6 | Press Release dated April 18, 2016 (incorporated by reference to Exhibit 1 to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on April 18, 2016)* |
| Exhibit 7 | Preliminary Proxy Statement on Schedule 14A (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 2, 2016)* |
| Exhibit 8 | Press Release dated May 3, 2016 (incorporated by reference to Exhibit 1 to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 3, 2016)* |
| Exhibit 9 | Amendment 1 to Preliminary Proxy Statement on Schedule 14A (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 6, 2016)* |
| Exhibit 10 | Definitive Proxy Statement on Schedule 14A (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 9, 2016)* |
| Exhibit 11 | Press Release dated May 16, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 16, 2016)* |
| Exhibit 12 | Letter dated May 16, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 16, 2016)* |
| Exhibit 13 | Presentation Materials dated May 23, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 23, 2016)* |
| Exhibit 14 | Press Release dated May 24, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 24, 2016)* |
| Exhibit 15 | Presentation Materials dated May 27, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 27, 2016)* |
| Exhibit 16 | Press Release dated June 2, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on June 2, 2016)* |
| Exhibit 17 | Press Release dated June 3, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on June 3, 2016)* |
| Exhibit 18 | Press Release dated June 6, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on June 6, 2016)* |
| Exhibit 19 | Press Release dated June 10, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on June 10, 2016)* |
| Exhibit 20 | Press Release dated June 14, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on June 14, 2016)* |
*Previously filed