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    SEC Form SC 13G/A filed by Broadway Financial Corporation (Amendment)

    2/13/24 1:13:24 PM ET
    $BYFC
    Savings Institutions
    Finance
    Get the next $BYFC alert in real time by email
    SC 13G/A 1 ff2964247_13ga1-bwyfin.htm
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C.  20549

    SCHEDULE 13G
    Under the Securities Exchange Act of 1934
    (Amendment No. 1)



    Broadway Financial Corporation
    (Name of Issuer)
    Class A Common Stock, par value $0.01 per share
    (Title of Class of Securities)
    111444709
    (CUSIP Number)

    December 31, 2023
    (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).


    CUSIP No. 111444709
    13G
     

    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
     
     
    81,171
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    81,171
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    81,171
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.9% (1)
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IA
     
     
     
     

    (1)
    Based upon 9,019,187 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), outstanding as of November 1, 2023, as disclosed in the Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on November 1, 2023.    




    CUSIP No. 111444709
    13G
     

    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
     
     
    81,171
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    81,171
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    81,171
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.9% (1)
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IN
     
     
     
     

    (1)
    Based upon 9,019,187 shares of Class A Common Stock outstanding as of November 1, 2023, as disclosed in the Form 8-K filed with the SEC on November 1, 2023.




    CUSIP No. 111444709
    13G
     

    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
     
     
    81,171
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    81,171
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    81,171
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.9% (1)
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     

    (1)
    Based upon 9,019,187 shares of Class A Common Stock outstanding as of November 1, 2023, as disclosed in the Form 8-K filed with the SEC on November 1, 2023.



    CUSIP No. 111444709
    13G
     

    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
     
     
    81,171
     
     
     
     
    7
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    8
    SHARED DISPOSITIVE POWER
     
     
    81,171
     
     
     
     
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    81,171
     
     
     
     
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
     
    ☐
     
     
     
     
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
     
    0.9% (1)
     
     
     
     
    12
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     

    (1)
    Based  upon 9,019,187 shares of Class A Common Stock outstanding as of November 1, 2023, as disclosed in the Form 8-K filed with the SEC on November 1, 2023.



    Item 1. (a)
    Name of Issuer


    Broadway Financial Corporation

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

    5055 Wilshire Boulevard, Suite 500
    Los Angeles, California  90036

    Item 2. (a)
    Name of Person Filing

    This Amendment No. 1 to Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

    (i)    EJF Capital LLC;
    (ii)   Emanuel J. Friedman;
    (iii)  EJF Financial Services Fund, LP; and
    (iv)  EJF Financial Services GP, LLC

    *Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 1 to 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

    Class A common Stock, par value $0.01 per share, voting (“Class A Common Stock”)

    Item 2. (e) CUSIP Number

    111444709 (Revised from 111444105 upon effectiveness of the Issuer’s November 1, 2023 reverse stock split).

    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




    See Item 9 of the attached cover pages.

    (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 Financial Services Fund, LP is the record owner of the shares of Class A Common Stock shown on Item 9 of its respective cover page.

    EJF Financial Services GP, LLC is the general partner of EJF Financial Services Fund, LP and an investment manager of certain affiliates thereof and may be deemed to share beneficial ownership of the shares of Class A Common Stock of which EJF Financial Services Fund, LP is the record owner. 

    EJF Capital LLC is the sole member of EJF Financial Services GP, LLC and may be deemed to share beneficial ownership of the shares of Class A Common Stock of which EJF Financial Services GP, LLC 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 Class A 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 the 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  February 13, 2024
     
     
    EJF CAPITAL LLC
     
     
     
    By:
    /s/ John Pollard
     
     
    Name:
     John Pollard
     
     
    Title:
     Chief Legal Counsel
     
     

     
    EMANUEL J. FRIEDMAN
     
     
     
    By:
     /s/ Emanuel J. Friedman
     
     
    Name:
     Emanuel J. Friedman
     
     

     
    EJF FINANCIAL SERVICES FUND, LP
     
     
     
    By:
    Its:
    EJF FINANCIAL SERVICES GP, LLC
    General Partner
     
     
     
    By:
    Its:
    EJF CAPITAL LLC
    Sole Member
     
     
     
    By:
    /s/ John Pollard
     
     
    Name:
     John Pollard
     
     
    Title:
     Chief Legal Counsel
     

     
     
    EJF FINANCIAL SERVICES GP, LLC
     
     
     
    By:
    Its:
    EJF CAPITAL LLC
    Sole Member
     
     
     
    By:
    /s/ John Pollard
     
     
    Name:
     John Pollard
     
     
    Title:
     Chief Legal Counsel
     







    EXHIBIT A

    The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, 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 Amendment No. 1 to 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 13, 2024

     
    EJF CAPITAL LLC
     
     
     
    By:
    /s/ John Pollard
     
     
    Name:
     John Pollard
     
     
    Title:
     Chief Legal Counsel
     
     

     
    EMANUEL J. FRIEDMAN
     
     
     
    By:
     /s/ Emanuel J. Friedman
     
     
    Name:
     Emanuel J. Friedman
     
     

     
    EJF FINANCIAL SERVICES FUND, LP
     
     
     
    By:
    Its:
    EJF FINANCIAL SERVICES GP, LLC
    General Partner
     
     
     
    By:
    Its:
    EJF CAPITAL LLC
    Sole Member
     
     
     
    By:
    /s/ John Pollard
     
     
    Name:
     John Pollard
     
     
    Title:
     Chief Legal Counsel
     

     
     
    EJF FINANCIAL SERVICES GP, LLC
     
     
     
    By:
    Its:
    EJF CAPITAL LLC
    Sole Member
     
     
     
    By:
    /s/ John Pollard
     
     
    Name:
     John Pollard
     
     
    Title:
     Chief Legal Counsel
     





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