0000895345-17-000347.txt : 20171117 0000895345-17-000347.hdr.sgml : 20171117 20171117171519 ACCESSION NUMBER: 0000895345-17-000347 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171117 DATE AS OF CHANGE: 20171117 GROUP MEMBERS: EJF SIDECAR FUND, SERIES LLC - SMALL FINANCIAL EQUITIES SERIES GROUP MEMBERS: EMANUEL J. FRIEDMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Metropolitan Bank Holding Corp. CENTRAL INDEX KEY: 0001476034 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 134042724 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90183 FILM NUMBER: 171211905 BUSINESS ADDRESS: STREET 1: 99 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-659-0600 MAIL ADDRESS: STREET 1: 99 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 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/A 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/A 1 ja13ga-metbank_ejf.htm
 
 

 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G
(Amendment No. 1)
 
Under the Securities Exchange Act of 1934


Metropolitan Bank Holding Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
591774104
(CUSIP Number)

November 8, 2017
(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. 591774104
 
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) ý
 
 
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
 
 
421,100 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
421,100 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
421,100 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.1% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
(1)
Due to a clerical error, the Schedule 13G originally filed on November 17, 2017 understated the number of shares of common stock, par value $0.01 per share (“Common Stock”) reported on these cover pages by 100 shares.  This Amendment No. 1 to Schedule 13G is filed solely to correct such error.

(2)
Based on 8,198,012 shares of Common Stock outstanding, as reflected in the Issuer’s November 7, 2017 Prospectus, as filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on November 8, 2017 (indicating that the total amount of Common Stock outstanding after the Issuer’s public offering of 3,100,000 shares of Common Stock, and the full exercise of the underwriters’ over-allotment option of 465,000 additional shares of Common Stock, would be 8,198,012 shares), and the Issuer’s November 10, 2017 Press Release, as filed by the Issuer with the SEC on a Form 8-K dated November 13, 2017 (indicating that the public offering had closed and the underwriters had fully exercised their option to purchase additional shares in the over-allotment).
 

 
CUSIP No. 591774104
 
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) ý
 
 
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
 
 
421,100 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
421,100 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
421,100 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.1% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
Due to a clerical error, the Schedule 13G originally filed on November 17, 2017 understated the number of shares of Common Stock reported on these cover pages by 100 shares.  This Amendment No. 1 to Schedule 13G is filed solely to correct such error.

(2)
Based on 8,198,012 shares of Common Stock outstanding, as reflected in the Issuer’s November 7, 2017 Prospectus, as filed by the Issuer with the SEC on November 8, 2017 (indicating that the total amount of Common Stock outstanding after the Issuer’s public offering of 3,100,000 shares of Common Stock, and the full exercise of the underwriters’ over-allotment option of 465,000 additional shares of Common Stock, would be 8,198,012 shares), and the Issuer’s November 10, 2017 Press Release, as filed by the Issuer with the SEC on a Form 8-K dated November 13, 2017 (indicating that the public offering had closed and the underwriters had fully exercised their option to purchase additional shares in the over-allotment).
 

 
CUSIP No. 591774104
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
EJF Sidecar Fund, Series LLC – Small Financial Equities Series
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b) ý
 
 
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
 
 
421,100 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
421,100 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
421,100 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.1% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Due to a clerical error, the Schedule 13G originally filed on November 17, 2017 understated the number of shares of Common Stock reported on these cover pages by 100 shares.  This Amendment No. 1 to Schedule 13G is filed solely to correct such error.

(2)
Based on 8,198,012 shares of Common Stock outstanding, as reflected in the Issuer’s November 7, 2017 Prospectus, as filed by the Issuer with the SEC on November 8, 2017 (indicating that the total amount of Common Stock outstanding after the Issuer’s public offering of 3,100,000 shares of Common Stock, and the full exercise of the underwriters’ over-allotment option of 465,000 additional shares of Common Stock, would be 8,198,012 shares), and the Issuer’s November 10, 2017 Press Release, as filed by the Issuer with the SEC on a Form 8-K dated November 13, 2017 (indicating that the public offering had closed and the underwriters had fully exercised their option to purchase additional shares in the over-allotment).
 

 
 
Item 1. (a)      Name of Issuer

Metropolitan Bank Holding Corp.

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

Metropolitan Bank Holding Corp.
99 Park Avenue
New York, New York 10016

Item 2. (a)      Name of Person Filing

This Amendment No. 1 to 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 – Small Financial Equities Series.

*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 1 to 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

591774104

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 – Small Financial Equities Series 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 – Small Financial Equities Series and the investment manager of an affiliate thereof, and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Sidecar Fund, Series LLC – Small Financial Equities Series 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

Not Applicable.
 
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:  November 17, 2017
 
 
 
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 – SMALL FINANCIAL EQUITIES SERIES
 
     
 
By:
Its:
EJF CAPITAL LLC
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 – Small Financial Equities Series, a Delaware series limited liability company, hereby agree and acknowledge that the information required by this Amendment No. 1 to 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:  November 17, 2017
 
 
 
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 – SMALL FINANCIAL EQUITIES SERIES
 
     
 
By:
Its:
EJF CAPITAL LLC
Managing Member
 
       
 
By:
/s/ Neal J. Wilson
 
 
Name:
Neal J. Wilson
 
 
Title:
Chief Operating Officer