UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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HCSB Financial Corporation
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Common Stock, par value $0.01 per share
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40413R107
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December 31, 2016
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CUSIP No. 40413R107
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13G
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Capital LLC
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|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ☐
(b) ☒
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3
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SEC USE ONLY
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
40,573,981 (1)
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
0
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
40,573,981 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,573,981 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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(1)
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Reflects 35,968,163 shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series E is the record owner, together with up to 4,605,818 shares of Common Stock that EJF Sidecar Fund, Series LLC – Series E has the right to obtain, within 60 days, upon the conversion of non-voting common stock of which it is the record owner. In addition to the 35,968,163 shares of Common Stock beneficially owned by EJF Capital LLC, it also beneficially owns 8,031,837 shares of non-voting common stock (the “Non-Voting Shares”) of which EJF Sidecar Fund, Series LLC – Series E is the record owner. Subject to certain conditions, each Non-Voting Share may be converted into 1 share of Common Stock at any time, provided that upon such conversion, the holder and its affiliates will not own more than 9.9% of the Common Stock. Based on the 35,968,163 shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series E is the record owner, it currently has the right, subject to the 9.9% conversion cap, to convert up to 4,605,818 Non-Voting Shares.
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(2)
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Based on 405,232,383 shares of Common Stock outstanding as of November 1, 2016, as reported by the Issuer in its Form 10-Q filed with the SEC on November 4, 2016, together with the 4,605,818 shares of Common Stock that EJF Sidecar Fund, Series LLC – Series E has the right to obtain, within 60 days, upon the conversion of the Non-Voting Shares of which it is the record owner.
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CUSIP No. 40413R107
|
13G
|
|
1
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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) ☐
(b) ☒
|
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
40,573,981 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
40,573,981 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,573,981 (1)
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10
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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)
9.9% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
|
Reflects 35,968,163 shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series E is the record owner, together with up to 4,605,818 shares of Common Stock that EJF Sidecar Fund, Series LLC – Series E has the right to obtain, within 60 days, upon the conversion of non-voting common stock of which it is the record owner. In addition to the 35,968,163 shares of Common Stock beneficially owned by Emanuel J. Friedman, he also beneficially owns 8,031,837 Non-Voting Shares of which EJF Sidecar Fund, Series LLC – Series E is the record owner. Subject to certain conditions, each Non-Voting Share may be converted into 1 share of Common Stock at any time, provided that upon such conversion, the holder and its affiliates will not own more than 9.9% of the Common Stock. Based on the 35,968,163 shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series E is the record owner, it currently has the right, subject to the 9.9% conversion cap, to convert up to 4,605,818 Non-Voting Shares.
|
(2)
|
Based on 405,232,383 shares of Common Stock outstanding as of November 1, 2016, as reported by the Issuer in its Form 10-Q filed with the SEC on November 4, 2016, together with the 4,605,818 shares of Common Stock that EJF Sidecar Fund, Series LLC – Series E has the right to obtain, within 60 days, upon the conversion of the Non-Voting Shares of which it is the record owner.
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CUSIP No. 40413R107
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Sidecar Fund, Serices LLC – Series E
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ☐
(b) ☒
|
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
40,573,981 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
40,573,981(1)
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,573,981 (1)
|
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)
9.9% (2)
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1)
|
Reflects 35,968,163 shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series E is the record owner, together with up to 4,605,818 shares of Common Stock that EJF Sidecar Fund, Series LLC – Series E has the right to obtain, within 60 days, upon the conversion of Non-Voting Shares of which it is the record owner. In addition to the 35,968,163 shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series E is the record owner, it also is the record owner of 8,031,837 Non-Voting Shares. Subject to certain conditions, each Non-Voting Share may be converted into 1 share of Common Stock at any time, provided that upon such conversion, the holder and its affiliates will not own more than 9.9% of the Common Stock. Based on the 35,968,163 shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series E is the record owner, it currently has the right, subject to the 9.9% conversion cap, to convert up to 4,605,818 Non-Voting Shares.
|
(2)
|
Based on 405,232,383 shares of Common Stock outstanding as of November 1, 2016, as reported by the Issuer in its Form 10-Q filed with the SEC on November 4, 2016, together with the 4,605,818 shares of Common Stock that EJF Sidecar Fund, Series LLC – Series E has the right to obtain, within 60 days, upon the conversion of the Non-Voting Shares of which it is the record owner.
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(i) | EJF Capital LLC; |
(ii) | Emanuel J. Friedman; and |
(iii) |
EJF Sidecar Fund, Series LLC – Series E.
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(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:
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Neal J. Wilson
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Title:
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Chief Operating Officer
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EMANUEL J. FRIEDMAN
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By:
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/s/ Emanuel J. Friedman
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Name:
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Emanuel J. Friedman
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EJF SIDECAR FUND, SERIES LLC – SERIES E
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By:
Its:
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EJF CAPITAL LLC
Managing Member
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By:
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/s/ Neal J. Wilson
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Name:
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Neal J. Wilson
|
||
Title:
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Chief Operating Officer
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EJF CAPITAL LLC
|
|||
By:
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/s/ Neal J. Wilson
|
||
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
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Name:
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Emanuel J. Friedman
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||
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EJF SIDECAR FUND, SERIES LLC – SERIES E
|
|||
By:
Its:
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EJF CAPITAL LLC
Managing Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
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Chief Operating Officer
|