Business First Bancshares, Inc.
|
(Name of Issuer)
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Common Stock, par value $1.00 per share
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(Title of Class of Securities)
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12326C105
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(CUSIP Number)
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June 7, 2018
|
(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 12326C105
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13G
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1
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NAMES OF REPORTING PERSONS
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EJF Capital LLC
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
6
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SHARED VOTING POWER
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684,000
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
8
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SHARED DISPOSITIVE POWER
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684,000
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|||
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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684,000
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.9% (1)
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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|||
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(1)
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Based on 11,513,431 shares of common stock, par value $1.00 per share per share (“Common Stock”) outstanding, as reflected in the Issuer’s Prospectus Supplement to its May 23, 2018 Prospectus, as filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on June 5, 2018 (indicating that the total amount of Common Stock outstanding after the Issuer’s public offering of 1,050,000 shares of Common Stock, and the full exercise of the underwriters’ over-allotment option of 157,500 additional shares of Common Stock, would be 11,513,431 shares), and the Form 8-K filed by the Issuer with the SEC on June 8, 2018 (indicating that the public offering had closed and the underwriters had fully exercised their option to purchase additional shares in the over-allotment).
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CUSIP No. 12326C105
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Emanuel J. Friedman
|
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|||
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
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|||
3
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SEC USE ONLY
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
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|||
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|
||||
6
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SHARED VOTING POWER
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684,000
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|
|||
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|
||||
7
|
SOLE DISPOSITIVE POWER
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||
0
|
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|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
684,000
|
|
|
|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
684,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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||
5.9% (1)
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|||
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|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
||
IN
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|||
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(1)
|
Based on 11,513,431 shares of Common Stock outstanding, as reflected in the Issuer’s Prospectus Supplement to its May 23, 2018 Prospectus, as filed by the Issuer with the SEC on June 5, 2018 (indicating that the total amount of Common Stock outstanding after the Issuer’s public offering of 1,050,000 shares of Common Stock, and the full exercise of the underwriters’ over-allotment option of 157,500 additional shares of Common Stock, would be 11,513,431 shares), and the Form 8-K filed by the Issuer with the SEC on June 8, 2018 (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. 12326C105
|
13G
|
|
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)☒
|
|
|
|||
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
|
|
|
||
644,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
644,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
644,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.6% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 11,513,431 shares of Common Stock outstanding, as reflected in the Issuer’s Prospectus Supplement to its May 23, 2018 Prospectus, as filed by the Issuer with the SEC on June 5, 2018 (indicating that the total amount of Common Stock outstanding after the Issuer’s public offering of 1,050,000 shares of Common Stock, and the full exercise of the underwriters’ over-allotment option of 157,500 additional shares of Common Stock, would be 11,513,431 shares), and the Form 8-K filed by the Issuer with the SEC on June 8, 2018 (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. 12326C105
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
EJF Financial Services Fund, LP
|
|
|
|||
|
|
||||
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
|
|
|
||
40,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
40,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.3% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based on 11,513,431 shares of Common Stock outstanding, as reflected in the Issuer’s Prospectus Supplement to its May 23, 2018 Prospectus, as filed by the Issuer with the SEC on June 5, 2018 (indicating that the total amount of Common Stock outstanding after the Issuer’s public offering of 1,050,000 shares of Common Stock, and the full exercise of the underwriters’ over-allotment option of 157,500 additional shares of Common Stock, would be 11,513,431 shares), and the Form 8-K filed by the Issuer with the SEC on June 8, 2018 (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. 12326C105
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
EJF Financial Services GP, 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
|
|
|
||
40,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
40,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.3% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 11,513,431 shares of Common Stock outstanding, as reflected in the Issuer’s Prospectus Supplement to its May 23, 2018 Prospectus, as filed by the Issuer with the SEC on June 5, 2018 (indicating that the total amount of Common Stock outstanding after the Issuer’s public offering of 1,050,000 shares of Common Stock, and the full exercise of the underwriters’ over-allotment option of 157,500 additional shares of Common Stock, would be 11,513,431 shares), and the Form 8-K filed by the Issuer with the SEC on June 8, 2018 (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: |
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Item 2(a). | Name of Person Filing: |
(i)
|
EJF Capital LLC;
|
(ii)
|
Emanuel J. Friedman;
|
(iii)
|
EJF Sidecar Fund, Series LLC – Small Financial Equities Series (“EJF Sidecar Series SFE”);
|
(iv)
|
EJF Financial Services Fund, LP (the “Financial Services Fund”); and
|
(v)
|
EJF Financial Services GP, LLC.
|
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Item 2(c). | Citizenship: |
Item 2(d). | Title of Class of Securities: |
Item 2(e). | CUSIP Number: |
Item 3.
|
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n): |
Item 4. | Ownership. |
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
See Item 9 of the attached cover pages.
|
|
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|
|
(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.
|
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10.
|
Certification.
|
|
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
|
||
|
|
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|
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
|
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
|
By:
Its:
|
EJF FINANCIAL SERVICES GP, LLC
General Partner
|
||
By: |
EJF CAPITAL LLC
|
|||
Its: |
Sole Member
|
|||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
|
EJF FINANCIAL SERVICES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
|
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
|
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
|
By:
Its:
|
EJF FINANCIAL SERVICES GP, LLC
General Partner
|
||
By: |
EJF CAPITAL LLC
|
|||
Its: |
Sole Member
|
|||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
|
EJF FINANCIAL SERVICES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|