UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
|
Carver Bancorp, Inc.
|
|
(Name of Issuer)
|
|
Common Stock, par value $0.01 per share
|
|
(Title of Class of Securities)
|
|
146875604
|
|
(CUSIP Number)
|
|
August 9, 2021
|
|
(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. 146875604
|
13G
|
Page 2 of 14 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
|
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
|
|
||
|
163,327
|
|
|||
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
||
|
0
|
|
|||
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
||
|
163,327
|
|
|||
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
163,327
|
|
|||
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
|
☐
|
|
|||
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
|
4.7% (1)
|
|
|||
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
|
IA
|
|
|||
|
|
||||
|
(1)
|
Based on 3,473,565 shares of common stock, par value $0.01 per share (“Common Stock”) outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by
the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on July 26, 2021.
|
|
CUSIP No. 146875604
|
13G
|
Page 3 of 14 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
|
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
|
|
||
|
163,327
|
|
|||
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
||
|
0
|
|
|||
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
||
|
163,327
|
|
|||
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
163,327
|
|
|||
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
|
☐
|
|
|||
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
|
4.7% (1)
|
|
|||
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
|
IN
|
|
|||
|
|
||||
|
(1)
|
Based on 3,473,565 shares of Common Stock outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by the Issuer with the SEC on July 26,
2021.
|
|
CUSIP No. 146875604
|
13G
|
Page 4 of 14 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
|
EJF Debt Opportunities Master Fund, L.P.
|
|
|||
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
(a)☐
|
||||
|
(b)☒
|
|
|||
|
3
|
SEC USE ONLY
|
|
||
|
|
|
|||
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
|
Cayman Islands
|
|
|||
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|||
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
||
|
113,327
|
|
|||
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
||
|
0
|
|
|||
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
||
|
113,327
|
|
|||
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
113,327
|
|
|||
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
|
☐
|
|
|||
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
|
3.3% (1)
|
|
|||
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
|
PN
|
|
|||
|
|
||||
|
(1)
|
Based on 3,473,565 shares of Common Stock outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by the Issuer with the SEC on July 26, 2021.
|
|
CUSIP No. 146875604
|
13G
|
Page 5 of 14 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
|
EJF Debt Opportunities 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
|
|
||
|
113,327
|
|
|||
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
||
|
0
|
|
|||
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
||
|
113,327
|
|
|||
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
113,327
|
|
|||
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
|
☐
|
|
|||
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
|
3.3% (1)
|
|
|||
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
|
OO
|
|
|||
|
|
||||
|
(1)
|
Based on 3,473,565 shares of Common Stock outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by the Issuer with the SEC on July 26,
2021.
|
|
CUSIP No. 146875604
|
13G
|
Page 6 of 14 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
|
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
|
|
||
|
50,000
|
|
|||
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
||
|
0
|
|
|||
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
||
|
50,000
|
|
|||
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
50,000
|
|
|||
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
|
☐
|
|
|||
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
|
1.4% (1)
|
|
|||
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
|
PN
|
|
|||
|
|
||||
|
(1)
|
Based on 3,473,565 shares of Common Stock outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by the Issuer with the SEC on July 26,
2021.
|
|
CUSIP No. 146875604
|
13G
|
Page 7 of 14 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
|
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
|
|
||
|
50,000
|
|
|||
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
||
|
0
|
|
|||
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
||
|
50,000
|
|
|||
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
50,000
|
|
|||
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
|
☐
|
|
|||
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
|
1.4% (1)
|
|
|||
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
|
OO
|
|
|||
|
|
||||
|
(1)
|
Based on 3,473,565 shares of Common Stock outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by the Issuer with the SEC on July 26, 2021.
|
|
Item 1. (a)
|
Name of Issuer
|
Carver Bancorp, Inc.
|
Item 1. (b)
|
Address of Issuer’s Principal Executive Offices
|
75 West 125th Street
New York, NY 10027
|
Item 2. (a)
|
Name of Person Filing
|
This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
|
(i)
|
EJF Capital LLC;
|
|
(ii)
|
Emanuel J. Friedman;
|
|
(iii)
|
EJF Debt Opportunities Master Fund, L.P. (the “Debt Fund”);
|
|
(iv)
|
EJF Debt Opportunities GP, LLC
|
|
(v)
|
EJF Financial Services Fund, LP (the “Financial Services Fund”); and
|
|
(vi)
|
EJF Financial Services GP, LLC;
|
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this 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
|
Common Stock, par value $0.01 per share per share (“Common Stock”)
|
Item 2. (e)
|
CUSIP Number
|
146875604
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
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.
|
Each of the Debt Fund and the Financial Services Fund is the record owner of the number of shares of Common Stock shown on Item 9 of its respective cover
page.
EJF Debt Opportunities GP, LLC is the general partner of the
Debt Fund and an investment manager of certain affiliates thereof and may be deemed to share beneficial ownership of the Common Stock of which the Debt Fund is the record owner.
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 share beneficial ownership of the shares of Common Stock of which the Financial Services Fund is the record owner.
EJF Capital LLC is the sole member of each of EJF Debt Opportunities GP,
LLC and EJF Financial Services GP, LLC, and may be deemed to share beneficial ownership of the shares of Common Stock of which such entities may share beneficial
ownership.
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 of 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
☒
|
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: August 19, 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 DEBT OPPORTUNITIES MASTER FUND, L.P.
|
|||
| By: |
EJF DEBT OPPORTUNITIES GP, LLC
|
||
| Its: | General Partner |
||
| By: |
EJF CAPITAL LLC |
||
| Its: |
Sole Member |
||
|
|
By:
|
/s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
| By: | EJF CAPITAL LLC | ||
| Its: | Sole 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 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 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: August 19, 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 DEBT OPPORTUNITIES MASTER FUND, L.P.
|
|||
| By: |
EJF DEBT OPPORTUNITIES GP, LLC
|
||
| Its: | General Partner |
||
| By: |
EJF CAPITAL LLC |
||
| Its: |
Sole Member |
||
|
|
By:
|
/s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
| By: | EJF CAPITAL LLC | ||
| Its: | Sole 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 | |||