| 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 CAPITAL MARKETS CORP [ FBCM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/16/2009 | ||||||||||||||||||||||||||
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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") | 06/16/2009 | P | 1,000,000 | A | $4.65 | 6,616,734 | I(1)(2)(3) | Through limited partnerships(1)(2)(3) | ||
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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") | $17.14 | 07/20/2006 | 07/20/2012 | Option | 2,600,000 | 2,600,000 | 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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| 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 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 6,274,881 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 341,853 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. |
| 3. Crestview Advisors, L.L.C., which provides investment advisory and management services to certain investment funds affiliated with Crestview Partners, GP, L.P, acquired on September 19, 2008, 502,268 options to buy common shares of the issuer at a exercise price of $5.30 per share. The reporting persons disclaim beneficial ownership of such securities. |
| Crestview Partners (Cayman), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, /s/ Thomas S. Murphy Jr. | 06/17/2009 | |
| Crestview Partners (TE), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, /s/ Thomas S. Murphy Jr. | 06/17/2009 | |
| Crestview Partners (Cayman), Ltd., By: Crestview Partners GP, L.P., its Sole Member, By: Crestview, L.L.C., its General Partner, /s/ Thomas S. Murphy Jr. | 06/17/2009 | |
| ** 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. | ||