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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Under the Securities Exchange Act of 1934
(Amendment No. 4)
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PCB Bancorp
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Common Stock, no par value per share
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69320M109
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December 31, 2022
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CUSIP No. 69320M109
|
13G
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1
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NAMES OF REPORTING PERSONS
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EJF Capital LLC
|
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||||
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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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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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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||
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351,404
|
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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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351,404
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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351,404
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||||
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
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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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2.4% (1)
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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||||
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(1)
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Based on 14,625,474 shares of common stock, no par value per share (“Common Stock”) outstanding as of December 31, 2022, as disclosed in the Issuer’s Form 8-K filed with the U.S. Securities and Exchange
Commission (“SEC”) on January 26, 2023.
|
|
CUSIP No. 69320M109
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Emanuel J. Friedman
|
|
|
|||
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|
||||
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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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|||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
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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||
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351,404
|
|
|
|||
|
|
|
||||
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7
|
SOLE DISPOSITIVE POWER
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||
| 0 |
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|
|||
|
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|
||||
|
8
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SHARED DISPOSITIVE POWER
|
|
|
||
|
351,404
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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
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351,404
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|||
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|
||||
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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||
|
☐
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|||
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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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||
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2.4% (1)
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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IN
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||||
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(1)
|
Based on 14,625,474 shares of Common Stock outstanding as of December 31, 2022, as disclosed in the Issuer’s Form 8-K filed with the SEC on January 26,
2023.
|
|
CUSIP No. 69320M109
|
13G
|
|
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
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SEC USE ONLY
|
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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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Cayman Islands
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
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| 0 |
|
|
|||
|
|
|
||||
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6
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SHARED VOTING POWER
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||
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0
|
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|||
|
|
|
||||
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7
|
SOLE DISPOSITIVE POWER
|
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||
| 0 |
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|||
|
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|
||||
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8
|
SHARED DISPOSITIVE POWER
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0
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|||
|
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|
||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
||
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0
|
|
|
|||
|
|
|
||||
|
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%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
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|
||||
|
CUSIP No. 69320M109
|
13G
|
|
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
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
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%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
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|
||||
|
CUSIP No. 69320M109
|
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
|
|
|
||
|
203,317
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
203,317
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
203,317
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
IA
|
|
|
|||
|
|
|
||||
|
(1)
|
Based on 14,625,474 shares of Common Stock outstanding as of December 31, 2022, as disclosed in the Issuer’s Form 8-K filed with the SEC on
January 26, 2023.
|
|
CUSIP No. 69320M109
|
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
|
|
|
||
|
203,317
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
203,317
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
203,317
|
|
|
|||
|
|
|
||||
|
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)
|
|
|
||
|
IA
|
|
|
|||
|
|
|
||||
|
(1)
|
Based on 14,625,474 shares of Common Stock outstanding as of December 31, 2022, as disclosed in the Issuer’s Form 8-K filed with the SEC on
January 26, 2023.
|
| Item 1. (a) |
Name of Issuer |
| Item 1. (b) |
Address of Issuer’s Principal Executive Offices |
| Item 2. (a) |
Name of Person Filing |
| (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; and |
| (vi) |
EJF Financial Services GP, LLC |
|
Item 2. (b)
|
Address of Principal Business Office or, if None, Residence |
| Item 2. (c) |
Citizenship |
|
Item 2. (d)
|
Title of Class of Securities |
| Item 2. (e) |
CUSIP Number |
| 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 |
| (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. | ||
| 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 II, LP
|
|||
|
|
By:
Its:
|
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
||
|
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
|
By:
|
/s/ David Bell
|
||
|
|
Name:
|
David Bell
|
||
|
|
Title:
|
General Counsel
|
||
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
|
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
|
By:
|
/s/ David Bell
|
||
|
|
Name:
|
David Bell
|
||
|
|
Title:
|
General Counsel
|
||
|
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
|
|
|
|
||
|
|
By:
Its:
|
EJF FINANCIAL SERVICES GP, LLC
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:
Its:
|
EJF CAPITAL LLC
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 II, LP
|
|||
|
|
By:
Its:
|
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
||
|
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
|
By:
|
/s/ David Bell
|
||
|
|
Name:
|
David Bell
|
||
|
|
Title:
|
General Counsel
|
||
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
|
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
|
By:
|
/s/ David Bell
|
||
|
|
Name:
|
David Bell
|
||
|
|
Title:
|
General Counsel
|
||
|
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
|
|
|
|
||
|
|
By:
Its:
|
EJF FINANCIAL SERVICES GP, LLC
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:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Bell
|
|
|
|
|
Name:
|
David Bell
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Title:
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General Counsel
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