UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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SB Financial Group, Inc.
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(Name of Issuer)
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Common Stock, No Par Value
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(Title of Class of Securities)
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78408D105
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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. 78408D105
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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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413,854
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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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413,854
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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413,854
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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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6.0% (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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Based on 6,884,000 shares of common stock, no par value (“Common Stock”) outstanding as of December 31, 2021, as reflected in the Form 8-K filed
by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on January 31, 2022. As of the date of this filing, EJF Capital LLC is the beneficial owner of an aggregate of 139,744 shares of Common Stock, representing 2.0%
of the class based on 6,889,284 shares of Common Stock outstanding as of February 1, 2022, as reflected on the Issuer’s Form 8-K filed with the SEC on February 1, 2022.
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CUSIP No. 78408D105
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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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413,854
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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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413,854
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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413,854
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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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6.0% (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) |
Based on 6,884,000 shares of Common Stock outstanding as of December 31, 2021, as reflected in the Form 8-K filed by the Issuer with the SEC
on January 31, 2022. As of the date of this filing, Emanuel J. Friedman is the beneficial owner of an aggregate of 139,744 shares of Common Stock, representing 2.0% of the class based on 6,889,284 shares of Common Stock
outstanding as of February 1, 2022, as reflected on the Issuer’s Form 8-K filed with the SEC on February 1, 2022.
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CUSIP No. 78408D105
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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 – 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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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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413,854
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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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413,854
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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413,854
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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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.0% (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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Based on 6,884,000 shares of Common Stock outstanding as of December 31, 2021, as reflected in the Form 8-K filed by the Issuer with the SEC on
January 31, 2022. As of the date of this filing, EJF Sidecar Fund, Series LLC – Small Financial Equities Series is the beneficial owner of an aggregate of 139,744 shares of Common Stock, representing 2.0% of the class based on
6,889,284 shares of Common Stock outstanding as of February 1, 2022, as reflected on the Issuer’s Form 8-K filed with the SEC on February 1, 2022.
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SB Financial Group, Inc.
Item 1. (b) Address of Issuer’s Principal Executive Offices
401 Clinton Street
Defiance, OH 43512
Item 2. (a) Name of Person Filing
This Amendment No. 3 to 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 – Small Financial Equities Series.
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*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 3 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
Common Stock, no par value (“Common Stock”)
Item 2. (e) CUSIP Number
78408D105
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
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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 Fund, Series LLC – Small Financial Equities Series 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 Fund, Series LLC – Small Financial Equities Series and the investment manager of an affiliate thereof, and may be deemed to share beneficial ownership of the shares of Common Stock of which
EJF Sidecar Fund, Series LLC – Small Financial Equities Series is the record owner.
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.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have 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 28, 2022
| 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 | |||
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EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
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| 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, 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. 3 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 28, 2022
| 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 | |||
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EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
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| 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 | |||