UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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MVB Financial Corp.
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(Name of Issuer)
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Common Stock, par value $1.00 per share
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(Title of Class of Securities)
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553810102
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(CUSIP Number)
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December 31, 2020
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(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).
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CUSIP No. 553810102
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13G
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EJF Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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879,578.8673
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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879,578.8673
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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879,578.8673
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.8% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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(1)
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Based on 11,256,109 shares of common stock, par value $1.00 per share (“Common Stock”) outstanding as of December 23, 2020, as reflected in the
Schedule TO filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on November 17, 2020 (indicating that, as of November 5, 2020, there were 11,792,599 shares of Common Stock outstanding) and the Amendment No. 3 to
Schedule TO filed by the Issuer on December 23, 2020 (indicating that the Issuer had accepted for purchase 536,490 shares of its Common Stock in connection with a modified “Dutch Auction” tender offer).
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CUSIP No. 553810102
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13G
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Emanuel J. Friedman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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879,578.8673
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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879,578.8673
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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879,578.8673
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.8% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Based on 11,256,109 shares of Common Stock outstanding as of December 23, 2020, as reflected in the Schedule TO filed by the Issuer with the SEC
on November 17, 2020 (indicating that, as of November 5, 2020, there were 11,792,599 shares of Common Stock outstanding) and the Amendment No. 3 to Schedule TO filed by the Issuer on December 23, 2020 (indicating that the Issuer had
accepted for purchase 536,490 shares of its Common Stock in connection with a modified “Dutch Auction” tender offer).
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CUSIP No. 553810102
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13G
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EJF Sidecar Fund, Series LLC - Series E
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0.8673
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0.8673
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0.8673
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Based on 11,256,109 shares of Common Stock outstanding as of December 23, 2020, as reflected in the Schedule TO filed by the Issuer with the SEC
on November 17, 2020 (indicating that, as of November 5, 2020, there were 11,792,599 shares of Common Stock outstanding) and the Amendment No. 3 to Schedule TO filed by the Issuer on December 23, 2020 (indicating that the Issuer had
accepted for purchase 536,490 shares of its Common Stock in connection with a modified “Dutch Auction” tender offer).
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|
CUSIP No. 553810102
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
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EJF Sidecar Fund, Series LLC - Small Financial Equities Series
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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|||||
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(b)☒
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|||
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3
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SEC USE ONLY
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||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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||
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Delaware
|
|
|
|||
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|
|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
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0
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|||
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||||
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6
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SHARED VOTING POWER
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879,578
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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879,578
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
879,578
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.8%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
Based on 11,256,109 shares of Common Stock outstanding as of December 23, 2020, as reflected in the Schedule TO filed by the Issuer with the
SEC on November 17, 2020 (indicating that, as of November 5, 2020, there were 11,792,599 shares of Common Stock outstanding) and the Amendment No. 3 to Schedule TO filed by the Issuer on December 23, 2020 (indicating that the Issuer
had accepted for purchase 536,490 shares of its Common Stock in connection with a modified “Dutch Auction” tender offer).
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MVB Financial Corp.
Item 1. (b) Address of Issuer’s Principal Executive Offices
301 Virginia Ave
Fairmont, West Virginia 26554-2777
Fairmont, West Virginia 26554-2777
Item 2. (a) Name of Person Filing
This Amendment No. 4 to the Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
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(i)
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EJF Capital LLC;
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(ii)
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Emanuel J. Friedman; and
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(iii)
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EJF Sidecar Fund, Series LLC – Series E (“EJF Sidecar Series E”); and
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| (iv) |
EJF Sidecar Fund, Series LLC – Small Financial Equities Series (“EJF Sidecar Series SFE”).
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*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 4 to the 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 $1.00 per share (“Common Stock”)
Item 2. (e) CUSIP Number
553810102
Item 3.
Not Applicable.
Item 4. Ownership
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(a)
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Amount beneficially owned:
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See Item 9 of the attached cover pages.
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(b)
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Percent of class:
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See Item 11 of the attached cover pages.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See Item 5 of the attached cover pages.
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(ii)
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Shared power to vote or to direct the vote:
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See Item 6 of the attached cover pages.
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(iii)
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Sole power to dispose or to direct the disposition:
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See Item 7 of the attached cover pages.
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(iv)
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Shared power to dispose or to direct the disposition:
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See Item 8 of the attached cover pages.
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EJF Sidecar Series E is the record owner of the number of shares of Common Stock shown on Item 9 of its respective cover page.
EJF Sidecar Series SFE is the record owner of the number of shares of Common Stock shown on Item 9 of its respective cover page.
EJF Capital LLC is the managing member of EJF Sidecar Series SFE and EJF Sidecar Series E, and the investment manager of affiliates thereof, and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Sidecar
Series SFE and EJF Sidecar Series E are the record owners.
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 over which EJF Capital LLC may share beneficial ownership.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See Item 4.
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: February 11, 2021
| EJF CAPITAL LLC | |||
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By:
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/s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EMANUEL J. FRIEDMAN | |||
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By:
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/s/ Emanuel J. Friedman | |
| Name: Emanuel J. Friedman | |||
| EJF SIDECAR FUND, SERIES LLC – SERIES E | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Managing Member | ||
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By:
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/s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Managing Member | ||
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By:
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/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 Sidecar Fund, Series LLC – Series E, a Delaware separate series limited liability company, and EJF
Sidecar Fund, Series LLC – Small Financial Equities Series, a Delaware separate series limited liability company, hereby agree and acknowledge that the information required by this Amendment No. 4 to the 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: February 11, 2021
| EJF CAPITAL LLC | |||
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By:
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/s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EMANUEL J. FRIEDMAN | |||
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By:
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/s/ Emanuel J. Friedman | |
| Name: Emanuel J. Friedman | |||
| EJF SIDECAR FUND, SERIES LLC – SERIES E | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Managing Member | ||
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By:
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/s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||
| EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Managing Member | ||
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By:
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/s/ David Bell | |
| Name: David Bell | |||
| Title: General Counsel | |||