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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FBR & Co. [ FBRC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.001 per share ("Common Stock") | 09/09/2013 | D | 670,631 | D | $26.25 | 1,477,278 | I | See footnotes.(1)(2) | ||
Common Stock, par value $0.001 per share ("Common Stock") | 09/09/2013 | M | 38,461 | A | $16.4 | 1,477,278 | I | See footnotes.(1)(2)(3) | ||
Common Stock, par value $0.001 per share ("Common Stock") | 09/09/2013 | M | 15,908 | A | $14.52 | 1,477,278 | I | See footnotes.(1)(2)(3) | ||
Common Stock, par value $0.001 per share ("Common Stock") | 09/09/2013 | D | 54,369 | D | $26.25 | 1,477,278 | I | See footnotes.(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (Right to Buy) ("Option") | $16.4 | 09/09/2013 | M | 38,461 | 06/03/2011 | 06/03/2014 | Common Stock | 38,461 | $0 | 0(1)(2)(3) | I(1)(2)(3) | Through limited partnerships(1)(2)(3) | |||
Option (Right to Buy) ("Option") | $14.52 | 09/09/2013 | M | 15,908 | 06/01/2012 | 06/01/2015 | Common Stock | 15,908 | $0 | 0(1)(2)(3) | I(1)(2)(3) | Through limited partnerships(1)(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 4 is being filed by more than one reporting person. Crestview Partners GP, L.P. is the general partner of Crestview Partners, L.P., Crestview Offshore Holdings (Cayman), L.P., Crestview Partners (PF), L.P., Crestview Holdings (TE), L.P. and Crestview Partners (ERISA), L.P. |
2. Crestview Partners, L.P., Crestview Offshore Holdings (Cayman), L.P., Crestview Partners (PF), L.P. and Crestview Holdings (TE), L.P. are members of Forest Holdings LLC, which on September 9, 2013 sold 635,983 shares of common stock of the issuer and is the record owner of 1,400,955 shares of common stock of the issuer following the reported transactions. Crestview Partners (ERISA), L.P. is the sole member of Forest Holdings (ERISA) LLC, which on September 9, 2013 sold 34,648 shares of common stock of the issuer and is the record owner of 76,323 shares of common stock of the issuer following the reported transactions. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein. |
3. On September 9, 2013, Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the reporting persons, (i) exercised 38,461 options to buy shares of common stock of the issuer at an exercise price of $16.40 per share and sold all shares underlying such options to the issuer at a price of $26.25 per share and (ii) exercised 15,908 of its 42,016 options to buy shares of common stock of the issuer with an exercise price of $14.52 per share and sold to the issuer the 15,908 shares underlying such exercised options at a price of $26.25 per share. Each reporting person disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein, if any. |
Remarks: |
Crestview Partners GP, L.P., By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer | 09/11/2013 | |
Crestview Partners, L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer | 09/11/2013 | |
Crestview Offshore Holdings (Cayman), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer | 09/11/2013 | |
Crestview Partners (PF), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer | 09/11/2013 | |
Crestview Holdings (TE), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer | 09/11/2013 | |
Forest Holdings LLC, by: /s/ Ross A. Oliver, Secretary | 09/11/2013 | |
Crestview Partners (ERISA), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer | 09/11/2013 | |
Forest Holdings (ERISA) LLC, by: /s/ Ross A. Oliver, Secretary | 09/11/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |