Bank of the Carolinas Corporation
|
Common Stock, no par value
|
06425J102
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October 20, 2014
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CUSIP No. 06425J102
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13G
|
|
1
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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
44,935,687
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
44,935,687
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,935,687
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7% (1)
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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(1)
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Based on 462,028,831 shares of common stock outstanding as of October 22, 2014, as disclosed in the Issuer’s Schedule 14A Preliminary Proxy Statement filed with the SEC on October 22, 2014.
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CUSIP No. 06425J102
|
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
44,935,687
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
44,935,687
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,935,687
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7% (1)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1)
|
Based on 462,028,831 shares of common stock outstanding as of October 22, 2014, as disclosed in the Issuer’s Schedule 14A Preliminary Proxy Statement filed with the SEC on October 22, 2014.
|
CUSIP No. 06425J102
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Financial Opportunities Master Fund, 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
5,090,587
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
5,090,587
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,090,587
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% (1)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
Based on 462,028,831 shares of common stock outstanding as of October 22, 2014, as disclosed in the Issuer’s Schedule 14A Preliminary Proxy Statement filed with the SEC on October 22, 2014.
|
CUSIP No. 06425J102
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Financial Opportunites 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
5,090,587
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
5,090,587
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,090,587
|
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)
1.1% (1)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1)
|
Based on 462,028,831 shares of common stock outstanding as of October 22, 2014, as disclosed in the Issuer’s Schedule 14A Preliminary Proxy Statement filed with the SEC on October 22, 2014.
|
CUSIP No. 06425J102
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Sidecar Fund, Series LLC - Series D
|
|
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
34,754,513
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
34,754,513
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,754,513
|
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)
7.5% (1)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1)
|
Based on 462,028,831 shares of common stock outstanding as of October 22, 2014, as disclosed in the Issuer’s Schedule 14A Preliminary Proxy Statement filed with the SEC on October 22, 2014.
|
(i)
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EJF Capital LLC;
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(ii)
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Emanuel J. Friedman;
|
(iii) | EJF Financial Opportunities Master Fund, LP |
(iv) | EJF Financial Opportunities GP, LLC; and |
(v) | EJF Sidecar Fund, Series LLC – Series D |
(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 CAPITAL LLC
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|||
By:
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/s/ Neal J. Wilson
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||
Name:
|
Neal J. Wilson
|
||
Title:
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Chief Operating Officer
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EMANUEL J. FRIEDMAN
|
|||
By:
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/s/ Emanuel J. Friedman
|
||
Name:
|
Emanuel J. Friedman
|
||
|
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EJF FINANCIAL OPPORTUNITES MASTER FUND, LP
|
|||
By:
Its:
|
EJF FINANCIAL OPPORTUNITES GP, LLC
General Partner |
||
By:
Its:
|
EJF CAPITAL LLC
Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL FINANCIAL OPPORTUNITES GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF SIDECAR FUND, SERIES LLC – SERIES D
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF CAPITAL LLC
|
|||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EMANUEL J. FRIEDMAN
|
|||
By:
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/s/ Emanuel J. Friedman
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||
Name:
|
Emanuel J. Friedman
|
||
|
|
EJF FINANCIAL OPPORTUNITES MASTER FUND, LP
|
|||
By:
Its:
|
EJF FINANCIAL OPPORTUNITES GP, LLC
General Partner |
||
By:
Its:
|
EJF CAPITAL LLC
Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL FINANCIAL OPPORTUNITES GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF SIDECAR FUND, SERIES LLC – SERIES D
|
|||
By:
Its:
|
EJF CAPITAL LLC
Manager |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|