0000895345-16-000532.txt : 20160831 0000895345-16-000532.hdr.sgml : 20160831 20160831133108 ACCESSION NUMBER: 0000895345-16-000532 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160831 DATE AS OF CHANGE: 20160831 GROUP MEMBERS: EJF SIDECAR FUND, SERIES LLC - SERIES E GROUP MEMBERS: EMANUEL J. FRIEDMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Atlantic Coast Financial CORP CENTRAL INDEX KEY: 0001404296 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86127 FILM NUMBER: 161862841 BUSINESS ADDRESS: STREET 1: 505 HAINES AVE CITY: WAYCROSS STATE: GA ZIP: 31501 BUSINESS PHONE: (800) 234-0642 MAIL ADDRESS: STREET 1: 505 HAINES AVE CITY: WAYCROSS STATE: GA ZIP: 31501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EJF Capital LLC CENTRAL INDEX KEY: 0001353254 IRS NUMBER: 202815526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2107 WILSON BOULEVARD STREET 2: SUITE 410 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 703-875-0591 MAIL ADDRESS: STREET 1: 2107 WILSON BOULEVARD STREET 2: SUITE 410 CITY: ARLINGTON STATE: VA ZIP: 22201 SC 13G 1 ja13g-atlantic_ejf.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934


Atlantic Coast Financial Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
048426100
(CUSIP Number)

August 25, 2016
(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
ý Rule 13d-1(c)
☐ Rule 13d-1(d)

* 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 in 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. 048426100
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
EJF Capital LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
904,707
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
904,707
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
904,707
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.8% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
(1) Based on 15,509,061 shares of common stock, par value $0.01 per share ("Common Stock") outstanding as of August 1, 2016, as disclosed in the Issuer's Form 10-Q filed with the U.S. Securities and Exchange Commission ("SEC") on August 15, 2016.
 
 
CUSIP No. 048426100
13G
 
1
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
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
904,707
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
904,707
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
904,707
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.8% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1) Based on 15,509,061 shares of Common Stock outstanding as of August 1, 2016, as disclosed in the Issuer's Form 10-Q filed with the SEC on August 15, 2016.
CUSIP No. 048426100
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
EJF Sidecar Fund, Series LLC – Series E
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
904,707
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
904,707
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
904,707
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.8% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1) Based on 15,509,061 shares of Common Stock outstanding as of August 1, 2016, as disclosed in the Issuer's Form 10-Q filed with the SEC on August 15, 2016.
 
Item 1.(a) Name of Issuer

Atlantic Coast Financial Corp.

Item 1.(b) Address of Issuer's Principal Executive Offices

Atlantic Coast Financial Corp.
4655 Salisbury Road, Suite 110 A
 Jacksonville, FL 32256

Item 2.(a) Name of Person Filing

This Schedule 13G is being filed on behalf of the following persons (the "Reporting Persons")*:
 
(i)
EJF Capital LLC;
(ii)
Emanuel J. Friedman; and
(iii)
EJF Sidecar Fund, Series LLC – Series E.
 
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.

Item 2.(b) Address of Principal Business Office or, if None, Residence

The address of the principal business office of each reporting person is:

2107 Wilson Boulevard
Suite 410
Arlington, VA 22201

Item 2.(c) Citizenship

See Item 4 of the attached cover pages.

Item 2.(d) Title of Class of Securities

Common Stock, par value $0.01 per share ("Common Stock")

Item 2.(e) CUSIP Number

048426100

Item 3.

Not Applicable.

Item 4. Ownership
 
(a)
Amount beneficially owned:
 
 
See Item 9 of the attached cover pages.
 
(b)
Percent of class:
 
 
See Item 11 of the attached cover pages.
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote:
 
   
See Item 5 of the attached cover pages.
 
 
(ii)
Shared power to vote or to direct the vote:
 
   
See Item 6 of the attached cover pages.
 
 
(iii)
Sole power to dispose or to direct the disposition:
 
   
See Item 7 of the attached cover pages.
 
 
(iv)
Shared power to dispose or to direct the disposition:
 
   
See Item 8 of the attached cover pages.

EJF Sidecar Fund, Series LLC – Series E is the record owner of the number of shares of Common Stock shown on Item 9 of its respective cover page.

EJF Capital LLC is the managing member of EJF Sidecar Fund, Series LLC – Series E and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series E is the record owner.

Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares of Common Stock over which EJF Capital LLC may share beneficial ownership.

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

See Item 4.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  August 31, 2016

 
EJF CAPITAL LLC
  
       
 
By:
/s/ Neal J. Wilson  
    Name: Neal J. Wilson
    Title:  Chief Operating Officer  
       

 
EMANUEL J. FRIEDMAN
  
       
 
By:
/s/ Emanuel J. Friedman  
    Name: Emanuel J. Friedman
     
       

    EJF SIDECAR FUND, SERIES LLC – SERIES E  
       
   By:   EJF CAPITAL LLC  
   Its:  Managing Member  
       
 
By:
/s/ Neal J. Wilson  
    Name: Neal J. Wilson
    Title:  Chief Operating Officer  
       
 
EXHIBIT A

The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, and EJF Sidecar Fund, Series LLC – Series E, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Dated:  August 31, 2016

 
EJF CAPITAL LLC
  
       
 
By:
/s/ Neal J. Wilson  
    Name: Neal J. Wilson
    Title:  Chief Operating Officer  
       

 
EMANUEL J. FRIEDMAN
  
       
 
By:
/s/ Emanuel J. Friedman  
    Name: Emanuel J. Friedman
     
       

    EJF SIDECAR FUND, SERIES LLC – SERIES E  
       
   By:   EJF CAPITAL LLC  
   Its:  Managing Member  
       
 
By:
/s/ Neal J. Wilson  
    Name: Neal J. Wilson
    Title:  Chief Operating Officer