0000895345-19-000090.txt : 20190213 0000895345-19-000090.hdr.sgml : 20190213 20190213163029 ACCESSION NUMBER: 0000895345-19-000090 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: EJF SIDECAR FUND, SERIES LLC - SERIES E GROUP MEMBERS: EMANUEL J. FRIEDMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Riverview Financial Corp CENTRAL INDEX KEY: 0001590799 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 383917371 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90883 FILM NUMBER: 19597726 BUSINESS ADDRESS: STREET 1: 3901 NORTH FRONT STREET CITY: HARRISBURG STATE: PA ZIP: 17110 BUSINESS PHONE: 717-957-2196 MAIL ADDRESS: STREET 1: 3901 NORTH FRONT STREET CITY: HARRISBURG STATE: PA ZIP: 17110 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-riverview_ejf.htm ls13g-hometown_ejf.htm
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
 

Riverview Financial Corporation
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
76940Q105
(CUSIP Number)

December 31, 2018
(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)
 
☐ 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. 76940Q105
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 (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
 
409,271
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
409,271
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
409,271
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.3% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA
 
(1)
Based on 7,772,746 shares of voting common stock, no par value per share (“Voting Common Stock”), outstanding, as reflected in the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on January 24, 2019 (indicating that, as of December 31, 2018, there were 9,121,555 shares of common stock, no par value (“Common Stock”) outstanding) and the Form 8-A12B filed by the Issuer with the SEC on August 9, 2018 (indicating that, as of May 31, 2018, the Issuer’s outstanding Common Stock included 1,348,809 shares of nonvoting Common Stock (“Nonvoting Common Stock”)).
 
 
 
 
CUSIP No. 76940Q105
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 (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
 
409,271
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
409,271
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
409,271
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.3% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
(1)
Based on 7,772,746 shares of Voting Common Stock outstanding, as reflected in the Form 8-K filed by the Issuer with the SEC on January 24, 2019 (indicating that, as of December 31, 2018, there were 9,121,555 shares of Common Stock outstanding) and the Form 8-A12B filed by the Issuer with the SEC on August 9, 2018 (indicating that, as of May 31, 2018, the Issuer’s outstanding Common Stock included 1,348,809 shares of Nonvoting Common Stock).

 

 
CUSIP No. 76940Q105
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 (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
 
409,271
EACH
REPORTING
7
SOLE DISPOSITIVE POWER
 
0
PERSON
WITH
8
SHARED DISPOSITIVE POWER
 
409,271
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
409,271
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.3% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
(1)
Based on 7,772,746 shares of Voting Common Stock outstanding, as reflected in the Form 8-K filed by the Issuer with the SEC on January 24, 2019 (indicating that, as of December 31, 2018, there were 9,121,555 shares of Common Stock outstanding) and the Form 8-A12B filed by the Issuer with the SEC on August 9, 2018 (indicating that, as of May 31, 2018, the Issuer’s outstanding Common Stock included 1,348,809 shares of Nonvoting Common Stock).

Item 1. (a)                      Name of Issuer

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

3901 North Front Street
Harrisburg, Pennsylvania  17110
  
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, no par value (“Common Stock”)
  
Item 2. (e)                      CUSIP Number

76940Q105
  
Item 3.                          If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

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 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 – 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

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:  February 13, 2019
 
 
 
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:
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 – Series E, a Delaware separate series 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:  February 13, 2019

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