Filing Details

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

  (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 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).

 

(1)	Based on 24,025,762 shares of common stock, par value $1.00 per share (“Common Stock”) outstanding as of December 31, 2022, based on the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on January 26, 2023.

This Amendment No. 3 to Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 3 to Schedule 13G is being filed on behalf of each of them.

Each of the Debt Fund and the Financial Services Fund was the record owner of the number of shares of Common Stock previously reported on an Amendment No. 2 to Schedule 13G filed on February 11, 2022 (“Amendment No. 2”), but no longer owns such shares of Common Stock.

EJF Capital LLC is the sole member of each of EJF Debt Opportunities GP and EJF Financial Services GP, LLC, and may be deemed to have had shared beneficial ownership of the shares of Common Stock of which such entities may have had shared beneficial ownership.  EJF Capital LLC also separately manages an account holding shares of Common Stock and may be deemed to share beneficial ownership of the shares of Common Stock of which the managed account is the record owner.

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 14, 2023

 

EXHIBIT A

 

The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware 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. 3 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.

	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 DEBT OPPORTUNITIES MASTER FUND, L.P.
	By: Its:	EJF DEBT OPPORTUNITIES GP, LLC General Partner
	By: Its:	EJF CAPITAL LLC Sole Member
	By:	/s/ David Bell
		Name:	David Bell
		Title:	General Counsel
	EJF DEBT OPPORTUNITIES GP, LLC
	By: Its:	EJF CAPITAL LLC Sole Member
	By:	/s/ David Bell
		Name:	David Bell
		Title:	General Counsel