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Filing Details

Accession Number:: 0001171520-17-000070
Form Type:: 13G Filing
Publication Date:: 2017-02-14 12:01:43

Filed By:: Fj Capital Management Llc
Company:: Atlantic Coast Financial Corp (NASDAQ:ACFC)
Filing Date:: 2017-02-14
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	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Financial Opportunity Fund	405,911	405,911	405,911	2.62%
Bridge Equities III	933,334	933,334	933,334	6.02%
Bridge Equities VIII	150,000	150,000	150,000	0.97%
FJ Capital Management	1,517,200	433,866	1,517,200	9.78%
Martin S. Friedman	1,517,200	433,866	1,517,200	9.78%
SunBridge Manager	1,083,334	1,083,334	1,083,334	6.98%
SunBridge Holdings	1,083,334	1,083,334	1,083,334	6.98%
Realty Investment Company, Inc	1,083,334	1,083,334	1,083,334	6.98%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3) *

Atlantic Coast Financial Corporation (ACFC)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

048426100

(CUSIP Number)

12/31/2016

(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. 048426100

Page 2 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Financial Opportunity Fund LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [x] (b) [_]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	405,911 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	405,911 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			405,911 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			2.62%
12	TYPE OF REPORTING PERSON			OO

(1) Consists of 405,911 shares of common stock of the Issuer held by Financial Opportunity Fund LLC.

CUSIP No. 048426100

Page 3 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Bridge Equities III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [x] (b) [_]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	933,334 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	933,334 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			933,334 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			6.02%
12	TYPE OF REPORTING PERSON			OO

(1) Consists of 933,334 shares of common stock of the Issuer held by Bridge Equities III, LLC.

CUSIP No. 048426100

Page 4 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Bridge Equities VIII, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [x] (b) [_]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	150,000 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	150,000 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			150,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			0.97%
12	TYPE OF REPORTING PERSON			OO

(1) Consists of 150,000 shares of common stock of the Issuer held by Bridge Equities VIII, LLC.

CUSIP No. 048426100

Page 5 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			FJ Capital Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [x] (b) [_]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,517,200 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	433,866 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,517,200 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			9.78%
12	TYPE OF REPORTING PERSON			IA

(1)

Consists of 405,911 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, 933,334 shares of common stock of the Issuer held by Bridge Equities III, LLC and 150,000 shares of common stock of the Issuer held by Bridge Equities VIII, LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 27,955 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

(2)

Consists of 405,911 shares of common stock of the Issuer held by Financial Opportunity Fund LLC of which FJ Capital Management LLC is the managing member, and 27,955 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

CUSIP No. 048426100

Page 6 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Martin S. Friedman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [x] (b) [_]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			United States
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,517,200 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	433,866 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,517,200 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			9.78%
12	TYPE OF REPORTING PERSON			IN

(1)

Consists of 405,911 shares of common stock of the Issuer held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, 933,334 shares of common stock of the Issuer held by Bridge Equities III, LLC and 150,000 shares of common stock of the Issuer held by Bridge Equities VIII, LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 27,955 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages. Martin Friedman is the managing member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.

(2)

Consists of 405,911 shares of common stock of the Issuer held by Financial Opportunity Fund LLC of which FJ Capital Management LLC is the managing member, and 27,955 shares of common stock of the Issuer held by a managed account that FJ Capital Management manages. Martin Friedman is the managing member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.

CUSIP No. 048426100

Page 7 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			SunBridge Manager, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [x] (b) [_]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,083,334 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	1,083,334 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,083,334 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			6.98%
12	TYPE OF REPORTING PERSON			OO

CUSIP No. 048426100

Page 8 of 13

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			SunBridge Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [x] (b) [_]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,083,334 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	1,083,334 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,083,334 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			6.98%
12	TYPE OF REPORTING PERSON			OO

(1) Consists of 933,334 shares of common stock of the Issuer held by Bridge Equities III, LLC and 150,000 shares of common stock of the Issuer held by Bridge Equities VIII, LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

CUSIP No. 048426100

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Realty Investment Company, Inc
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [x] (b) [_]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Maryland
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,083,334 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH		8	SHARED DISPOSITIVE POWER	1,083,334 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,083,334 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			6.98%
12	TYPE OF REPORTING PERSON			CO

(1) Consists of 933,334 shares of common stock of the Issuer held by Bridge Equities III, LLC and 150,000 shares of common stock of the Issuer held by Bridge Equities VIII, LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC. Realty Investment Company, Inc. is the Manager of SunBridge Holdings, LLC; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

CUSIP No. 048426100

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Item 1(a).		Name of Issuer:

		Atlantic Coast Financial Corporation (ACFC)

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		10151 Deerwood Park Blvd, Building 200 Suite 100
		Jacksonville, FL 32256

Item 2(a).		Name of Person Filing:

		This Schedule 13G is being filed on behalf of the following Reporting Persons: Financial Opportunity Fund LLC Bridge Equities III, LLC Bridge Equities VIII, LLC FJ Capital Management LLC
		Martin S. Friedman SunBridge Manager, LLC SunBridge Holdings, LLC Realty Investment Company, Inc
Item 2(b).		Address of Principal Business Office or, if None, Residence:
		Financial Opportunity Fund LLC 1313 Dolley Madison Blvd., Ste 306
		McLean, VA 22101 Bridge Equities III LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 Bridge Equities VIII LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 FJ Capital Management, LLC 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101 Martin S. Friedman 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101 SunBridge Manager LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 SunBridge Holdings LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759

CUSIP No. 048426100

Page 11 of 13

		Realty Investment Company Inc 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759

Item 2(c).		Citizenship:

		Financial Opportunity Fund LLC, Bridge Equities III, LLC, Bridge Equities VIII, LLC, FJ Capital Management LLC, SunBridge Manager, LLC, SunBridge Holdings, LLC – Delaware limited liability companies
		Martin S. Friedman – United States citizen
		Realty Investment Company, Inc – Maryland corporation

Item 2(d).		Title of Class of Securities:

		Common Stock

Item 2(e).		CUSIP Number:
		048426100


Item 3.	If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership.

	Ownership information is provided as of:

(a)

Amount beneficially owned:

CUSIP No. 048426100

Page 12 of 13

	Financial Opportunity Fund LLC – 405,911 shares Bridge Equities III, LLC – 933,334 shares Bridge Equities VIII, LLC – 150,000 shares FJ Capital Management LLC – 1,517,200 shares Martin S. Friedman – 1,517,200 shares SunBridge Manager, LLC – 1,083,334 shares SunBridge Holdings, LLC - 1,083,334 shares Realty Investment Company, Inc - 1,083,334 shares

(b)	Percent of class:

	Financial Opportunity Fund LLC – 2.62% Bridge Equities III, LLC – 6.02% Bridge Equities VIII, LLC – 0.97% FJ Capital Management LLC – 9.78% Martin S. Friedman – 9.78% SunBridge Manager, LLC – 6.98% SunBridge Holdings, LLC - 6.98% Realty Investment Company, Inc - 6.98%

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote

		All Reporting Persons – 0

	(ii)	Shared power to vote or to direct the vote

		Financial Opportunity Fund LLC – 405,911 shares Bridge Equities III, LLC – 933,334 shares Bridge Equities VIII, LLC – 150,000 shares FJ Capital Management LLC – 1,517,200 shares Martin S. Friedman – 1,517,200 shares SunBridge Manager, LLC – 1,083,334 shares SunBridge Holdings, LLC - 1,083,334 shares Realty Investment Company, Inc - 1,083,334 shares

	(iii)	Sole power to dispose or to direct the disposition of

		All Reporting Persons – 0

	(iv)	Shared power to dispose or to direct the disposition of

		Financial Opportunity Fund LLC – 405,911 shares Bridge Equities III, LLC – 933,334 shares Bridge Equities VIII, LLC – 150,000 shares FJ Capital Management LLC – 433,866 shares Martin S. Friedman – 433,866 shares SunBridge Manager, LLC - 1,083,334 shares SunBridge Holdings, LLC - 1,083,334 shares Realty Investment Company, Inc - 1,083,334 shares

CUSIP No. 048426100

Page 13 of 13

Item 5.	Ownership of Five Percent or Less of a Class.

	N/A

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	N/A

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	N/A

Item 8.	Identification and Classification of Members of the Group.

	Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

Item 9.	Notice of Dissolution of Group.

	N/A

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.

Date: 2/13/2017

Financial Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

By: /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

FJ Capital Management LLC

By: /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

/s/ Martin S. Friedman
MARTIN S. FRIEDMAN

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C, 1001)

Bridge Equities III, LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

Bridge Equities VIII, LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

SunBridge Manager, LLC

By: SunBridge Holdings, LLC, its Managing Member

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

SunBridge Holdings, LLC

By: Realty Investment Company, Inc., its Manager

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

realty investment company, inc.

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

Exhibit 1

Joint Filing Agreement

The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock of Atlantic Coast Financial Corporation shall be filed on behalf of the undersigned.

Financial Opportunity Fund LLC		Bridge Equities III, LLC
By: FJ Capital Management, LLC		By: SunBridge Manager, LLC, its Managing Member



By: /s/ Martin S. Friedman		By: /s/ Christine A. Shreve
Name: Martin S. Friedman		Name: Christine A. Shreve
Title: Managing Member		Title: Manager


FJ Capital Management LLC		Bridge Equities VIII, LLC
		By: SunBridge Manager, LLC, its Managing Member

By: /s/ Martin S. Friedman		By: /s/ Christine A. Shreve
Name: Martin S. Friedman		Name: Christine A. Shreve
Title: Managing Member		Title: Manager

		SunBridge mANAGER, LLC
		By: SunBridge Holdings, LLC, its Managing Member


/s/ Martin S. Friedman		By: /s/ Christine A. Shreve
MARTIN S. FRIEDMAN		Name: Christine A. Shreve
Title: President

		SunBridge Holdings, LLC
		By: Realty Investment Company, Inc., its Manager
		.

		By: /s/ Christine A. Shreve
		Name: Christine A. Shreve
		Title: President


		realty investment company, inc.


		By: /s/ Christine A. Shreve
		Name: Christine A. Shreve
		Title: President