UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
Under the Securities Exchange Act of 1934
PCB Bancorp
|
Common Stock, no par value per share
|
69320M109
|
December 31, 2020
|
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
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
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|||
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||||
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
|
|
|
||
1,503,440
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,503,440
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,503,440
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.8% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
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|||
|
|
(1)
|
Based on 15,385,878 shares of common stock, no par value per share (“Common Stock”) outstanding as of December 31, 2020, as disclosed in the Issuer’s Form 8-K filed with the U.S.
Securities and Exchange Commission (“SEC”) on January 28, 2021.
|
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
|
||||
(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
|
|
|
||
1,503,440
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,503,440
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,503,440
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.8% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Based on 15,385,878 shares of Common Stock outstanding as of December 31, 2020, as disclosed in the Issuer’s Form 8-K filed with the SEC on January 28, 2021.
|
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
|
||||
(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
|
|
|
||
1,119,171
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,119,171
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,119,171
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
7.3% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based on 15,385,878 shares of Common Stock outstanding as of December 31, 2020, as disclosed in the Issuer’s Form 8-K filed with the SEC on January 28, 2021.
|
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
|
||||
(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
|
|
|
||
1,119,171
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,119,171
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,119,171
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
7.3% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 15,385,878 shares of Common Stock outstanding as of December 31, 2020, as disclosed in the Issuer’s Form 8-K filed with the SEC on January 28, 2021.
|
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
|
||||
(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
|
|
|
||
384,269
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
384,269
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
384,269
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.5% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based on 15,385,878 shares of Common Stock outstanding as of December 31, 2020, as disclosed in the Issuer’s Form 8-K filed with the SEC on January 28, 2021.
|
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
|
||||
(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
|
|
|
||
384,269
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
384,269
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
384,269
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.5% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 15,385,878 shares of Common Stock outstanding as of December 31, 2020, as disclosed in the Issuer’s Form 8-K filed with the SEC on January 28, 2021.
|
Item 1. (b) Address of Issuer’s Principal Executive Offices
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:
|
Item 4. |
Ownership
|
Item 5. |
Ownership of Five Percent or Less of a Class
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
Item 8. |
Identification and Classification of Members of the Group
|
Item 9. |
Notice of Dissolution of Group
|
Item 10. |
Certification
|
|
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
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
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/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel |
|
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
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
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/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|