ls13g-starwood_ejf.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
SCHEDULE 13G

 
Under the Securities Exchange Act of 1934

Starwood Property Trust, Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
85571B105
(CUSIP Number)
 

December 5, 2014
(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)
 
ý 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. 85571B105
13G
  

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 (SEE INSTRUCTIONS)
 
 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
12,216,537 (1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
12,216,537 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
        12,216,537 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.5% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA
 
(1)
Represents (i) 11,381,744 shares of common stock and (ii) $20,000,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 834,793 shares of common stock.  If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 12,216,537 shares of common stock.
 
(2)
Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014.
 
 
 
 
CUSIP No. 85571B105
13G
  

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 (SEE INSTRUCTIONS)
(a) x
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
12,216,537 (1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
        12,216,537 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,216,537 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.5% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
(1)
Represents (i) 11,381,744 shares of common stock and (ii) $20,000,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 834,793 shares of common stock.  If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 12,216,537 shares of common stock.
 
(2)
Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014.

 
 
 
 
 
CUSIP No. 85571B105
13G
 

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 (SEE INSTRUCTIONS)
 
 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Cayman Islands
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
7,446,566 (1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
7,446,566 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,446,566 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.3% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
        PN
 
(1)
Represents (i) 6,796,554 shares of common stock and (ii) $15,573,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 650,012 shares of common stock.  If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 7,446,566 shares of common stock.
 
(2)
Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014.
 
 
 
 

 
CUSIP No. 85571B105
13G
  

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 (SEE INSTRUCTIONS)
 
 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
7,446,566 (1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
         7,446,566 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,446,566 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.3% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
        OO
 
 
 
(1)
 
 
Represents (i) 6,796,554 shares of common stock and (ii) $15,573,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 650,012 shares of common stock.  If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 7,446,566 shares of common stock.
 
(2)
Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014.
 
 
 
 
 
CUSIP No. 85571B105
13G
  

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 (SEE INSTRUCTIONS)
 
 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Cayman Islands
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
2,976,879 (1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
        2,976,879 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,976,879 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.3% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
(1)
Represents (i) 2,916,816 shares of common stock and (ii) $1,439,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 60,063 shares of common stock.  If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 2,976,879 shares of common stock.
 
(2)
Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014.
 
 
 
 
 
CUSIP No. 85571B105
13G
 

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 (SEE INSTRUCTIONS)
 
 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
2,976,879 (1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
     
2,976,879 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,976,879 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.3% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
  
(1)
Represents (i) 2,916,816 shares of common stock and (ii) $1,439,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 60,063 shares of common stock.  If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 2,976,879 shares of common stock.
 
(2)
Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014.
 
 
 
 
 
 
 
CUSIP No. 85571B105
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
EJF Income Fund L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) x
(b) o
 
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
40,000 (1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
40,000 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
40,000 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
(1)
Represents 40,000 shares of common stock.  This entity does not beneficially own any of the Issuer’s convertible securities.
 
(2)
Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014.

 
 
 
 
CUSIP No. 85571B105
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
EJF Income GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) x
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
40,000 (1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
40,000 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
40,000 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 

(1)
Represents 40,000 shares of common stock.  This entity does not beneficially own any of the Issuer’s convertible securities.
 
(2)
Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014.

 
 
 

 
CUSIP No. 85571B105
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
   Beltway Strategic Opportunities Fund L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,521,853 (1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
       
1,521,853 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,521,853 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)       o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.7% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
(1)
Represents (i) 1,397,135 shares of common stock and (ii) $2,988,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 124,718 shares of common stock.  If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 1,521,853 shares of common stock.
 
(2)
Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014.
 
 
 
 
 
 
CUSIP No. 85571B105
13G
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
   EJF Beltway Strategic Opportunities GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) x
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
 
1,521,853 (1)
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
       
1,521,853 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,521,853 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.7% (2)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
(1)
Represents (i) 1,397,135 shares of common stock and (ii) $2,988,000 principal amount of 3.75% Convertible Senior Notes due 2017 that are convertible into 124,718 shares of common stock.  If such convertible securities were converted into shares of common stock, the reporting person would become the beneficial owner of a total of 1,521,853 shares of common stock.
 
(2)
Based on 222,402,882 shares of common stock outstanding as of October 31, 2014, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 5, 2014.
 
 
 
 
 
Item 1. (a)                      Name of Issuer

Starwood Property Trust, Inc.
  
Item 1. (b)                      Address of Issuer’s Principal Executive Offices
 
591 West Putnam Avenue
Greenwich, CT  06830
  
Item 2. (a)                      Name of Person Filing
 
This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

(i)
EJF Capital LLC;
(ii)
Emanuel J. Friedman;
(iii)
EJF Debt Opportunities Master Fund, L.P.;
(iv)
EJF Debt Opportunities GP, LLC;
(v)
EJF Debt Opportunities Master Fund II, LP;
(vi)
EJF Debt Opportunities II GP, LLC;
(vii) EJF Income Fund, LP 
(viii) EJF Income GP, LLC
(ix)
Beltway Strategic Opportunities Fund L.P.; and
(x)
EJF Beltway Strategic Opportunities GP LLC
 
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
 
Item 2. (b)                      Address of Principal Business Office or, if None, Residence

EJF Capital LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
 
Emanuel J. Friedman
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
 
EJF Debt Opportunities Master Fund, L.P.
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
 
EJF Debt Opportunities GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
 
EJF Debt Opportunities Master Fund II, LP
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201

EJF Debt Opportunities II GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201

EJF Income Fund, LP
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201

EJF Income GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201

Beltway Strategic Opportunities Fund L.P.
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201

EJF Beltway Strategic Opportunities GP LLC
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, $0.01 par value (“Common Stock”)
  
Item 2. (e)                      CUSIP Number

85571B105
  
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)
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.
 
Each of EJF Debt Opportunities Master Fund, L.P., EJF Debt Opportunities Master Fund II, LP and Beltway Strategic Opportunities Fund L.P. is the record owner of (i) the shares of Common Stock shown on item 9 of its respective cover page, as specified in footnote 1 thereof and (ii) 3.75% Convertible Senior Notes due 2017 (“Convertible Notes”) that are convertible into the number of shares of Common Stock shown on item 9 of its respective cover page, as specified in footnote 1 thereof.  EJF Income Fund, LP is the record owner of the shares of Common Stock shown on item 9 of its respective cover page.

EJF Debt Opportunities GP, LLC serves as the general partner and investment manager of EJF Debt Opportunities Master Fund, L.P. and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Debt Opportunities Master Fund, L.P. is the record owner and the shares of Common Stock which EJF Debt Opportunities Master Fund, L.P. has the right to acquire upon conversion of the Convertible Notes.

EJF Debt Opportunities II GP, LLC serves as the general partner and investment manager of EJF Debt Opportunities Master Fund II, LP and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Debt Opportunities Master Fund II, LP is the record owner and the shares of Common Stock which EJF Debt Opportunities Master Fund II, LP has the right to acquire upon conversion of the Convertible Notes.

EJF Income GP, LLC serves as the general partner and investment manager of EJF Income Fund, LP and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Income Fund, LP is the record owner.

EJF Beltway Strategic Opportunities GP LLC serves as the general partner of Beltway Strategic Opportunities Fund L.P. and may be deemed to share beneficial ownership of the shares of Common Stock of which Beltway Strategic Opportunities Fund L.P. is the record owner and the shares of Common Stock which Beltway Strategic Opportunities Fund L.P. has the right to acquire upon conversion of the Convertible Notes.

EJF Capital LLC is the sole member and manager of each of EJF Debt Opportunities GP, LLC, EJF Debt Opportunities II GP, LLC, EJF Income GP, LLC and EJF Beltway Strategic Opportunities GP LLC, and may be deemed to share beneficial ownership of the shares of Common Stock of which such entities may share beneficial ownership.  EJF Capital LLC also serves as the investment manager of a managed account that is the record owner of 231,239 shares of Common Stock, and EJF Capital LLC 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

Not Applicable.

Item 6.                      Ownership of More than Five Percent on Behalf of Another Person

See item 4.

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

The filing persons may be deemed to be members of a group.

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, other than activities solely in connection with a nomination under Section 240.14a-11.

 
 
 

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:  December 15, 2014
 
 
EJF CAPITAL LLC
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
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
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
EJF DEBT OPPORTUNITIES GP, LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
EJF INCOME FUND, LP
 
 
By:
Its:
EJF INCOME GP, LLC
General Partner
 
 
By:
Its:
EJF CAPITAL LLC
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
EJF INCOME GP, LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
BELTWAY STRATEGIC OPPORTUNITIES FUND L.P.
 
 
By:
Its:
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
General Partner
 
 
By:
Its:
EJF CAPITAL LLC
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
 
 
 
 
EXHIBIT A
 
    The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF Debt Opportunities Master Fund II, LP, an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities II GP, LLC, a Delaware limited liability company, EJF Income Fund, LP, a Delaware limited partnership, EJF Income GP, LLC, a Delaware limited liability company, Beltway Strategic Opportunities Fund L.P., an exempted limited partnership organized under the laws of the Cayman Islands, and EJF Beltway Strategic Opportunities GP LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this 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:  December 15, 2014
 
 
 
EJF CAPITAL LLC
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
   
 
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
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
   
 
EJF DEBT OPPORTUNITIES GP, LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
   
 
EJF INCOME FUND, LP
 
 
By:
Its:
EJF INCOME GP, LLC
General Partner
 
 
By:
Its:
EJF CAPITAL LLC
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
   
 
EJF INCOME GP, LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
 
   
 
BELTWAY STRATEGIC OPPORTUNITIES FUND L.P.
 
 
By:
Its:
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
General Partner
 
 
By:
Its:
EJF CAPITAL LLC
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer
   
 
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Managing Member
 
 
By:
/s/ Neal J. Wilson
 
Name:
Neal J. Wilson
 
Title:
Chief Operating Officer