Colony Financial, Inc.
|
Common Stock, $0.01 par value
|
19624R106
|
February 26, 2014
|
CUSIP No. 19624R106
|
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 (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
10,794,916 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
10,794,916 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,794,916 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
(1)
|
As more fully described in this Amendment No. 2 to Schedule 13G, as of the filing date, EJF Capital LLC may be deemed to share beneficial ownership of the (i) 10,276,936 shares of the Issuer’s common stock and (ii) $16,606,000 principal amount of the Issuer’s 3.875% Convertible Senior Notes (the “Notes”) that are held by the Record Owners (as defined in Item 4) and a managed account referred to in Item 4 as of the date hereof. Subject to the Ownership Cap (as defined below), each $1,000 principal amount of Notes is convertible into 40.2941 shares of the Issuer’s common stock. The Second Supplemental Indenture, dated as of January 28, 2014, to the Indenture, dated as of April 10, 2013, governing the Notes, generally provides that no holder of Notes is entitled to convert Notes into shares of the Issuer’s common stock to the extent that such conversion would cause such holder to exceed the ownership limit in the Issuer’s charter. The Issuer’s charter generally provides that no person may beneficially own or constructively own (as defined in the charter) in excess of 9.8% of the Issuer’s outstanding shares of common stock (the “Ownership Cap”).
The Issuer has confirmed to the Reporting Persons that all shares of the Issuer’s common stock that are owned by commonly controlled entities are treated as owned by a single person for purposes of applying the Ownership Cap and that, as a result of the Ownership Cap, the Record Owners, in the aggregate, may not convert Notes into shares of the Issuer’s common stock to the extent that such conversion would cause all entities controlled by EJF Capital LLC, in the aggregate, to exceed the Ownership Cap. Accordingly, EJF Capital LLC does not beneficially own, and is not reporting herein, the shares of the Issuer’s common stock that, as a result of the Ownership Cap, the Record Owners do not have the right to acquire upon conversion of the Notes they hold.
As of December 31, 2014, the Record Owners held (i) 10,726,936 shares of common stock and (ii) $47,856,000 principal amount of Notes.
|
(2)
|
Percentage is based on 109,633,841 shares of common stock outstanding as of November 5, 2014 (as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2014) after giving effect to the Ownership Cap. As of December 31, 2014, the percentage was 9.8% after giving effect to the Ownership Cap.
|
CUSIP No. 19624R106
|
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 (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
10,794,916 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
10,794,916 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,794,916 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1)
|
As more fully described in this Amendment No. 2 to Schedule 13G, as of the filing date, Emanuel J. Friedman may be deemed to share beneficial ownership of the (i) 10,276,936 shares of the Issuer’s common stock and (ii) $16,606,000 principal amount of Notes that are held by the Record Owners (as defined in Item 4) and a managed account referred to in Item 4 as of the date hereof. Subject to the Ownership Cap, each $1,000 principal amount of Notes is convertible into 40.2941 shares of the Issuer’s common stock. The Second Supplemental Indenture, dated as of January 28, 2014, to the Indenture, dated as of April 10, 2013, governing the Notes, generally provides that no holder of Notes is entitled to convert Notes into shares of the Issuer’s common stock to the extent that such conversion would cause such holder to exceed the ownership limit in the Issuer’s charter. The Issuer’s charter generally provides that no person may beneficially own or constructively own (as defined in the charter) in excess of the Ownership Cap.
The Issuer has confirmed to the Reporting Persons that all shares of the Issuer’s common stock that are owned by commonly controlled entities are treated as owned by a single person for purposes of applying the Ownership Cap and that, as a result of the Ownership Cap, the Record Owners, in the aggregate, may not convert Notes into shares of the Issuer’s common stock to the extent that such conversion would cause all entities controlled by EJF Capital LLC (of which Emanuel J. Friedman is the controlling member), in the aggregate, to exceed the Ownership Cap. Accordingly, Emanuel J. Friedman does not beneficially own, and is not reporting herein, the shares of the Issuer’s common stock that, as a result of the Ownership Cap, the Record Owners do not have the right to acquire upon conversion of the Notes they hold.
As of December 31, 2014, the Record Owners held (i) 10,726,936 shares of common stock and (ii) $47,856,000 principal amount of Notes.
|
(2)
|
Percentage is based on 109,633,841 shares of common stock outstanding as of November 5, 2014 (as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2014) after giving effect to the Ownership Cap. As of December 31, 2014, the percentage was 9.8% after giving effect to the Ownership Cap.
|
CUSIP No. 19624R106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Debt Opportunities Master Fund, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
6,499,755 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
6,499,755 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,499,755 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
The reporting person may be deemed to share beneficial ownership of (i) 6,158,263 shares of common stock and (ii) $8,475,000 principal amount of Notes that are convertible into 341,492 shares of common stock. The reporting person does not beneficially own, and is not reporting herein, the shares of the Issuer’s common stock that, as a result of the Ownership Cap, the reporting person does not have the right to acquire upon conversion of the Notes it holds. As of December 31, 2014, the reporting person held (i) 6,158,263 shares of common stock and (ii) $8,206,000 principal amount of Notes.
|
(2)
|
Based on 109,633,841 shares of common stock outstanding as of November 5, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2014.
|
CUSIP No. 19624R106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Debt Opportunities GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
6,499,755 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
6,499,755 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,499,755 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
(1)
|
The reporting person may be deemed to share beneficial ownership of (i) 6,158,263 shares of common stock and (ii) $8,475,000 principal amount of Notes that are convertible into 341,492 shares of common stock. The reporting person does not beneficially own, and is not reporting herein, the shares of the Issuer’s common stock that, as a result of the Ownership Cap, the reporting person does not have the right to acquire upon conversion of the Notes it holds. As of December 31, 2014, the reporting person held (i) 6,158,263 shares of common stock and (ii) $8,206,000 principal amount of Notes.
|
(2)
|
Based on 109,633,841 shares of common stock outstanding as of November 5, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2014.
|
CUSIP No. 19624R106
|
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 (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
500,000 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
500,000 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
Represents 500,000 shares of common stock. As of December 31, 2014, the reporting person held 950,000 shares of common stock. The reporting person does not, and did not as of December 31, 2014, beneficially own any Notes.
|
(2)
|
Based on 109,633,841 shares of common stock outstanding as of November 5, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2014. As of December 31, 2014, the percentage was 0.9%.
|
CUSIP No. 19624R106
|
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 (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
500,000 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
500,000 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
(1)
|
Represents 500,000 shares of common stock. As of December 31, 2014, the reporting person held 950,000 shares of common stock. The reporting person does not, and did not as of December 31, 2014, beneficially own any Notes.
|
(2)
|
Based on 109,633,841 shares of common stock outstanding as of November 5, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2014. As of December 31, 2014, the percentage was 0.9%.
|
CUSIP No. 19624R106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Debt Opportunities Master Fund II, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
2,209,119 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
2,209,119 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,209,119 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
The reporting person may be deemed to share beneficial ownership of (i) 2,094,402 shares of common stock and (ii) $2,847,000 principal amount of Notes that are convertible into 114,717 shares of common stock. The reporting person does not beneficially own, and is not reporting herein, the shares of the Issuer’s common stock that, as a result of the Ownership Cap, the reporting person does not have the right to acquire upon conversion of the Notes it holds. As of December 31, 2014, the reporting person held (i) 2,094,402 shares of common stock and (ii) $24,421,000 principal amount of Notes.
|
(2)
|
Based on 109,633,841 shares of common stock outstanding as of November 5, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2014.
|
CUSIP No. 19624R106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Debt Opportunities II GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
2,209,119 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
2,209,119 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,209,119 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
(1)
|
The reporting person may be deemed to share beneficial ownership of (i) 2,094,402 shares of common stock and (ii) $2,847,000 principal amount of Notes that are convertible into 114,717 shares of common stock. The reporting person does not beneficially own, and is not reporting herein, the shares of the Issuer’s common stock that, as a result of the Ownership Cap, the reporting person does not have the right to acquire upon conversion of the Notes it holds. As of December 31, 2014, the reporting person held (i) 2,094,402 shares of common stock and (ii) $24,421,000 principal amount of Notes.
|
(2)
|
Based on 109,633,841 shares of common stock outstanding as of November 5, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2014.
|
CUSIP No. 19624R106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Income Fund, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
100,000 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
100,000 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
Represents 100,000 shares of common stock. As of December 31, 2014, the reporting person held 100,000 shares of common stock. The reporting person does not, and did not as of December 31, 2014, beneficially own any Notes.
|
(2)
|
Based on 109,633,841 shares of common stock outstanding as of November 5, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2014. As of December 31, 2014, the percentage was 0.1%.
|
CUSIP No. 19624R106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Income GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
100,000 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
100,000 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. 19624R106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Beltway Strategic Opportunities Fund L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
1,331,226 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
1,331,226 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,331,226 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
(1)
|
The reporting person may be deemed to share beneficial ownership of (i) 1,118,312 shares of common stock and (ii) $5,284,000 principal amount of Notes that are convertible into 212,914 shares of common stock. The reporting person does not beneficially own, and is not reporting herein, the shares of the Issuer’s common stock that, as a result of the Ownership Cap, the reporting person does not have the right to acquire upon conversion of the Notes it holds. As of December 31, 2014, the reporting person held (i) 1,118,312 shares of common stock and (ii) $15,229,000 principal amount of Notes.
|
(2)
|
Based on 109,633,841 shares of common stock outstanding as of November 5, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2014.
|
CUSIP No. 19624R106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Beltway Strategic Opportunities GP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
1,331,226 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
1,331,226 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,331,226 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% (2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
(1)
|
The reporting person may be deemed to share beneficial ownership of (i) 1,118,312 shares of common stock and (ii) $5,284,000 principal amount of Notes that are convertible into 212,914 shares of common stock. The reporting person does not beneficially own, and is not reporting herein, the shares of the Issuer’s common stock that, as a result of the Ownership Cap, the reporting person does not have the right to acquire upon conversion of the Notes it holds. As of December 31, 2014, the reporting person held (i) 1,118,312 shares of common stock and (ii) $15,229,000 principal amount of Notes.
|
(2)
|
Based on 109,633,841 shares of common stock outstanding as of November 5, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 7, 2014.
|
(i)
|
EJF Capital LLC;
|
(ii)
|
Emanuel J. Friedman;
|
(iii)
|
EJF Debt Opportunities Master Fund, L.P.;
|
(iv)
|
EJF Debt Opportunities GP, LLC;
|
(v)
|
EJF Financial Services Fund, LP;
|
(vi)
|
EJF Financial Services GP, LLC;
|
(vii)
|
EJF Debt Opportunities Master Fund II, LP;
|
(viii)
|
EJF Debt Opportunities II GP, LLC;
|
(ix)
|
EJF Income Fund, LP;
|
(x)
|
EJF Income GP, LLC;
|
(xi)
|
Beltway Strategic Opportunities Fund L.P.; and
|
(xii)
|
EJF Beltway Strategic Opportunities GP LLC
|
(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 CAPITAL LLC
|
|||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
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
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
By:
Its:
|
EJF FINANCIAL SERVICES GP, LLC
General Partner |
||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL SERVICES GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
|||
By:
Its:
|
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF INCOME FUND, LP
|
|||
By:
Its:
|
EJF INCOME GP, LLC
General Partner
|
||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF INCOME GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
BELTWAY STRATEGIC OPPORTUNITIES FUND L.P.
|
|||
By:
Its:
|
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
General Partner
|
||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF CAPITAL LLC
|
|||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
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
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
By:
Its:
|
EJF FINANCIAL SERVICES GP, LLC
General Partner |
||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL SERVICES GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
|||
By:
Its:
|
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF INCOME FUND, LP
|
|||
By:
Its:
|
EJF INCOME GP, LLC
General Partner
|
||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF INCOME GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
BELTWAY STRATEGIC OPPORTUNITIES FUND L.P.
|
|||
By:
Its:
|
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
General Partner
|
||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|