SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Klein Adam J

(Last)

(First)

(Middle)

C/O CRESTVIEW ADVISORS, L.L.C.

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10065

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FBR & Co. [ FBRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share ("Common Stock")	11/26/2013		M		61,224	A	$10.96	0	I	See footnotes.⁽¹⁾⁽²⁾
Common Stock	11/26/2013		M		26,108	A	$14.52	0	I	See footnotes.⁽¹⁾⁽²⁾
Common Stock	11/26/2013		S		87,332	D	$25.75	0	I	See footnotes.⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to Buy) ("Option")	$10.96	11/26/2013		M		61,224		06/05/2013	06/05/2016	Common Stock	61,224	$0	0⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	See footnotes.⁽¹⁾⁽²⁾
Option	$14.52	11/26/2013		M		26,108		06/01/2012	06/01/2015	Common Stock	26,108	$0	0⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	See footnotes.⁽¹⁾⁽²⁾

Explanation of Responses:

1. The reporting person is member of the board of directors of the issuer and is an employee of Crestview Advisors, L.L.C., which on November 26, 2013, exercised 61,224 options to buy shares of Common Stock of the issuer at an exercise price of $10.96 per share and 26,108 options to buy shares of common stock of the issuer at an exercise price of $14.52 per share, and sold the 87,332 shares underlying such options at a price of $25.75 per share. Crestview Advisors, L.L.C. provides investment advisory and management services to investment funds affiliated with Crestview Partners GP, L.P. (the "Crestview Funds"). On November 26, 2013, the Crestview Funds sold 1,389,480 shares of Common Stock of the issuer that were held indirectly and, following the reported transactions, the Crestview Funds do not directly or indirectly own any shares of common stock of the issuer.

2. The reporting person disclaims beneficial ownership of such securities except and to the extent of his pecuniary interest therein.

Remarks:

	/s/ Evelyn C. Pellicone, Attorney-in-fact	11/27/2013
	** 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 4 (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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