SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Crestview Partners GP, L.P. (Last) (First) (Middle) 667 MADISON AVENUE 10TH FLOOR (Street) NEW YORK NY 10021 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/20/2006	3. Issuer Name and Ticker or Trading Symbol FBR CAPITAL MARKETS CORP [ FBCM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share ("Common Stock")	5,172,813(1)(2)	I(1)(2)	Through limited partnerships(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy) ("Option")	07/20/2006	07/20/2012	Common Shares	2,600,000(1)(2)	$17.14	I(1)(2)	Through limited partnerships(1)(2)

Explanation of Responses:

1. Crestview Partners GP, L.P. is the general partner of Crestview Partners, L.P., Crestview Partners (Cayman), L.P., Crestview Offshore Holdings (Cayman), L.P. (the "Cayman Fund"), Crestview Partners (PF), L.P., Crestview Partners (TE), L.P., Crestview Holdings (TE), L.P. (the "TE Fund") and Crestview Partners (ERISA), L.P. Crestview Partners (TE), L.P. is a limited partner of the TE Fund. Crestview Partners GP, L.P. is the sole member of Crestview Partners (Cayman), Ltd., which is the administrative general partner of the Cayman Fund and Crestview Partners (Cayman), L.P., which is a limited partner of the Cayman Fund.

2. Crestview Partners, L.P., the Cayman Fund, Crestview Partners (PF), L.P. and the TE Fund are 67.4, 16.2, 11.7 and 4.7% members, respectively, in Forest Holdings LLC, which is the record owner of 4,905,560 shares of Common Stock and 2,465,671 Options. Crestview Partners (ERISA), L.P. is the sole member of Forest Holdings (ERISA) LLC, which is the record owner of 267,253 shares of Common Stock and 134,329 Options. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein.

	Crestview Partners GP, L.P., By: Crestview, L.L.C., its General Partner, /s/: Wing S. Keith	06/07/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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