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
(Amendment No. 1)
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Professional Holding Corp.
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(Name of Issuer)
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Class A Voting Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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743139107
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(CUSIP Number)
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December 31, 2021
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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. 743139107
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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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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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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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443,991
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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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443,991
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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443,991
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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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3.3% (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 13,446,400 shares of Class A Voting Common Stock, par value $0.01 per share (“Class A Common Stock”) outstanding as of December 31, 2021, as disclosed in the Issuer’s Form 8-K filed with the U.S.
Securities and Exchange Commission (“SEC”) on January 27, 2022.
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CUSIP No. 743139107
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13G
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1
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NAMES OF REPORTING PERSONS
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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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||||
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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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443,991
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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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443,991
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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443,991
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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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3.3% (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 13,446,400 shares of Class A Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Form 8-K filed with the SEC on January 27, 2022.
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CUSIP No. 743139107
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13G
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1
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NAMES OF REPORTING PERSONS
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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
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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 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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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% (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 13,446,400 shares of Class A Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Form 8-K filed with the SEC on January 27, 2022.
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CUSIP No. 743139107
|
13G
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1
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NAMES OF REPORTING PERSONS
|
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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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(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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|||
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||||
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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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|||
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6
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SHARED VOTING POWER
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177,260
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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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177,260
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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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177,260
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|||
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||||
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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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|||
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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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1.3% (1)
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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||||
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(1)
|
Based on 13,446,400 shares of Class A Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Form 8-K filed with the SEC on January 27, 2022.
|
|
CUSIP No. 743139107
|
13G
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
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EJF Financial Services Fund, LP
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|||
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||||
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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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|
|||
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||||
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
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||
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219,246
|
|
|
|||
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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
|
|
|
||
|
219,246
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
219,246
|
|
|
|||
|
|
|
||||
|
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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1.6% (1)
|
|
|
|||
|
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
PN
|
|
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|||
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|
|
||||
|
(1)
|
Based on 13,446,400 shares of Class A Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Form 8-K filed with the SEC on January 27, 2022.
|
|
CUSIP No. 743139107
|
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
|
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|
219,246
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
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||
|
0
|
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|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
219,246
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
219,246
|
|
|
|||
|
|
|
||||
|
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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1.6% (1)
|
|
|
|||
|
|
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||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
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|
||||
|
(1)
|
Based on 13,446,400 shares of Class A Common Stock outstanding as of December 31, 2021, as disclosed in the Issuer’s Form 8-K filed with the SEC on January 27, 2022.
|
| Item 1. (a) | Name of Issuer |
Professional Holding Corp.
| Item 1. (b) |
Address of Issuer’s Principal Executive Offices
|
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396 Alhambra Circle, Suite 255,
|
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Coral Gables, Florida 33134
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| 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;
|
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(ii)
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Emanuel J. Friedman;
|
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(iii)
(iv)
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EJF Sidecar Fund, Series LLC – Series E (“Sidecar E”);
EJF Sidecar Fund, Series LLC – Small Financial Equities Series (“Sidecar SFES”);
|
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(iv)
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EJF Financial Services Fund, LP (the “Financial Services Fund”); and
|
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(v)
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EJF Financial Services GP, LLC.
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*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 Voting Common Stock, par value $0.01 per share (“Class A Common Stock”)
| Item 2. (e) |
CUSIP Number
|
743139107
| 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)
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Amount beneficially owned:
|
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|
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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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|
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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)
|
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)
|
Shared power to dispose or to direct the disposition:
|
|
|
|
|
|
|
|
See Item 8 of the attached cover pages.
|
Each of Sidecar E, Sidecar SFES, and the Financial Services Fund is the record owner of the number of shares of Class A Common Stock shown on item 9 of their respective cover pages.
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 Class A Common Stock of which the Financial Services Fund is the record owner.
EJF Capital LLC is the managing member of both Sidecar E and Sidecar SFES (and, in both instances, the investment manager of an affiliate thereof) and 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 Sidecar E and Sidecar SFES are the record owners, and the shares of Class A Common Stock of which EJF
Financial Services GP, LLC may share beneficial ownership. EJF Capital LLC also serves as an investment adviser to an account that is the record owner of shares of Class A Common Stock, and may be deemed to share beneficial
ownership of such shares of Common Stock.
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.
| 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 [X].
| 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
11, 2022
|
|
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 SIDECAR FUND, SERIES LLC – SERIES E
|
|||
|
|
By:
Its:
|
EJF CAPITAL LLC
Managing Member
|
||
|
|
By:
|
/s/ David Bell
|
||
|
|
Name:
|
David Bell
|
||
|
|
Title:
|
General Counsel
|
||
|
|
EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
|
|||
|
|
By:
Its:
|
EJF CAPITAL LLC
Managing Member
|
||
|
|
By:
|
/s/ David Bell
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Name:
|
David Bell
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||
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Title:
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General Counsel
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EJF FINANCIAL SERVICES FUND, LP
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By:
Its:
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EJF FINANCIAL SERVICES GP, LLC
General Partner
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||
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By:
Its:
|
EJF CAPITAL LLC
Sole Member
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||
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By:
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/s/ David Bell
|
||
|
Name:
|
David Bell
|
|||
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Title:
|
General Counsel
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||
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EJF FINANCIAL SERVICES GP, LLC
|
|||
|
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
|
By:
|
/s/ David Bell
|
||
|
|
Name:
|
David Bell
|
||
|
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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, EJF Sidecar Fund, Series LLC – Small Financial Equities Series, a Delaware separate series 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 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 11, 2022
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EJF CAPITAL LLC
|
|||
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By:
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/s/ David Bell
|
||
|
|
Name:
|
David Bell
|
||
|
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Title:
|
General Counsel
|
||
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EMANUEL J. FRIEDMAN
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By:
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/s/ Emanuel J. Friedman
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||
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Name:
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Emanuel J. Friedman
|
||
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||
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EJF SIDECAR FUND, SERIES LLC – SERIES E
|
|||
|
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By:
Its:
|
EJF CAPITAL LLC
Managing Member
|
||
|
|
By:
|
/s/ David Bell
|
||
|
|
Name:
|
David Bell
|
||
|
|
Title:
|
General Counsel
|
||
|
|
EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
|
|||
|
|
By:
Its:
|
EJF CAPITAL LLC
Managing 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:
Its:
|
EJF CAPITAL LLC
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
|
||