0001062993-16-010246.txt : 20160615 0001062993-16-010246.hdr.sgml : 20160615 20160615165300 ACCESSION NUMBER: 0001062993-16-010246 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160615 DATE AS OF CHANGE: 20160615 GROUP MEMBERS: J. DANIEL PLANTS GROUP MEMBERS: VOCE CAPITAL LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FBR & Co. CENTRAL INDEX KEY: 0001371446 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83799 FILM NUMBER: 161715775 BUSINESS ADDRESS: STREET 1: 1300 NORTH 17TH STREET STREET 2: SUITE 1400 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 703-312-9500 MAIL ADDRESS: STREET 1: 1300 NORTH 17TH STREET STREET 2: SUITE 1400 CITY: ARLINGTON STATE: VA ZIP: 22209 FORMER COMPANY: FORMER CONFORMED NAME: FBR CAPITAL MARKETS CORP DATE OF NAME CHANGE: 20060803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Voce Capital Management LLC CENTRAL INDEX KEY: 0001563530 IRS NUMBER: 270378425 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: SUITE 210 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-489-2600 MAIL ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: SUITE 210 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 sched13da.htm SC 13D/A Voce Capital Management LLC - Schedule 13D/A - Filed by newsfilecorp.com

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

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d -1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d -2(a)
(Amendment No. 14)*

FBR & CO.
(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

30247C400
(CUSIP Number)

MARK SHAMIA
VOCE CAPITAL MANAGEMENT LLC
600 Montgomery Street, Suite 210
San Francisco, California 94111
(415) 489-2600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 15, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [   ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d -7 for other parties to whom copies are to be sent.

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 30247C400

1

NAME OF REPORTING PERSON

   

Voce Capital Management LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ] (b) [X]

   
3

SEC USE ONLY

   
   
4

SOURCE OF FUNDS

   
  

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

   
 

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

   
 

CALIFORNIA

  7 SOLE VOTING POWER
NUMBER OF   - 0 -
SHARES 8 SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   - 0 -
EACH    
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON    
WITH:   - 0 -
  10 SHARED DISPOSITIVE POWER
     
    - 0 -
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

   
 

- 0 -

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

   
 

[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

   
 

0%

14

TYPE OF REPORTING PERSON

   
 

OO


CUSIP No. 30247C400

1

NAME OF REPORTING PERSON

   
 

Voce Capital LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ] (b) [X]

   
3

SEC USE ONLY

   
   
4

SOURCE OF FUNDS

   
 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

   
 

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

   
 

DELAWARE

  7 SOLE VOTING POWER
NUMBER OF   - 0 -
SHARES 8 SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   - 0 -
EACH    
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON    
WITH:   - 0 -
  10 SHARED DISPOSITIVE POWER
     
    - 0 -
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

   
 

- 0 -

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

   
 

[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

   
 

0%

14

TYPE OF REPORTING PERSON

   
 

OO


CUSIP No. 30247C400

1

NAME OF REPORTING PERSON

   
 

J. Daniel Plants

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ] (b) [X]

   
3

SEC USE ONLY

   
   
4

SOURCE OF FUNDS

   
 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

   
 

[   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

   
 

USA

  7 SOLE VOTING POWER
NUMBER OF   - 0 -
SHARES 8 SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   - 0 -
EACH    
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON    
WITH:   - 0 -
  10 SHARED DISPOSITIVE POWER
     
    - 0 -
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

   
 

- 0 -

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

   
 

[   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

   
 

0%

14

TYPE OF REPORTING PERSON

   
 

IN


EXPLANATORY NOTE

This Amendment No. 14 to Schedule 13D (the “Amendment”) is being filed with respect to the beneficial ownership of Voce Capital Management LLC, Voce Capital LLC and J. Daniel Plants (the “Reporting Persons”). This Amendment supplements the Schedule 13D as previously filed on July 7, 2015 (as amended, the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning herein as are ascribed to such terms in Schedule 13D.

As of June 15, 2016, the Reporting Persons no longer beneficially own any Shares of the Issuer. This is the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Persons.

Item 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended and supplemented by adding the following information:

On June 15, 2016, Voce Capital Management sold all 387,025 of its Shares of the Issuer in open market transactions for $16.40 per share.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated in its entirety as follows:

(a)

As of June 15, 2016, the Reporting Persons do not beneficially own any Shares of the Issuer.

   

To the extent that Voce Catalyst’s former director nominees Jarl Berntzen and Michael McConnell own Shares of the Issuer, the Reporting Persons disclaim beneficial ownership of the Shares beneficially owned by Mr. Berntzen and Mr. McConnell.

   
(b)

As of June 15, 2016, the Reporting Persons do not beneficially own any Shares of the Issuer.

   
(c)

The response to Item 4 of this Schedule 13D is incorporated herein by reference.

   
(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

   
(e)

On June 15, 2016, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares of the Issuer.


SIGNATURES

     After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 15, 2016

Voce Capital Management LLC

  By: Voce Capital LLC
    Managing Member
     
  By: /s/ J. Daniel Plants
  Name: J. Daniel Plants
  Title: Managing Member

Voce Capital LLC

  By: /s/ J. Daniel Plants
  Name: J. Daniel Plants
  Title: Managing Member

  /s/ J. Daniel Plants
  J. Daniel Plants

EXHIBIT INDEX

Exhibit 1

Joint Filing Agreement*

Exhibit 2

Shareholder Nomination Letter dated March 18, 2016*

Exhibit 3

Press Release dated March 21, 2016*

Exhibit 4

Press Release dated April 5, 2016 (incorporated by reference to Exhibit 1 to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on April 5, 2016)*

Exhibit 5

Presentation Materials (incorporated by reference to Exhibit 2 to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on April 5, 2016)*

Exhibit 6

Press Release dated April 18, 2016 (incorporated by reference to Exhibit 1 to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on April 18, 2016)*

Exhibit 7

Preliminary Proxy Statement on Schedule 14A (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 2, 2016)*

Exhibit 8

Press Release dated May 3, 2016 (incorporated by reference to Exhibit 1 to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 3, 2016)*

Exhibit 9

Amendment 1 to Preliminary Proxy Statement on Schedule 14A (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 6, 2016)*

Exhibit 10

Definitive Proxy Statement on Schedule 14A (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 9, 2016)*

Exhibit 11

Press Release dated May 16, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 16, 2016)*

Exhibit 12

Letter dated May 16, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 16, 2016)*

Exhibit 13

Presentation Materials dated May 23, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 23, 2016)*

Exhibit 14

Press Release dated May 24, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 24, 2016)*

Exhibit 15

Presentation Materials dated May 27, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on May 27, 2016)*

Exhibit 16

Press Release dated June 2, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on June 2, 2016)*

Exhibit 17

Press Release dated June 3, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on June 3, 2016)*

Exhibit 18

Press Release dated June 6, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on June 6, 2016)*

Exhibit 19

Press Release dated June 10, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on June 10, 2016)*

Exhibit 20

Press Release dated June 14, 2016 (incorporated by reference to Schedule 14A filed by Voce Capital Management with the Securities and Exchange Commission on June 14, 2016)*

*Previously filed