UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
Kensington Capital Acquisition Corp.
|
Class A Common Stock, par value $0.0001 per share
|
490073103
|
November 18, 2020
|
CUSIP No. 490073103
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Capital LLC
|
|
|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
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|
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3
|
SEC USE ONLY
|
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||
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
1,243,870
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
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|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,243,870
|
|
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|||
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|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,243,870
|
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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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|||
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||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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|
||
5.4% (1)
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|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
IA
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|||
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(1)
|
Based upon 23,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), outstanding as of November 13, 2020, as disclosed in the Issuer’s
Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on November 16, 2020.
|
CUSIP No. 490073103
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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
|
|
|
||
1,243,870
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,243,870
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,243,870
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.4% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Based upon 23,000,000 shares of Class A Common Stock outstanding as of November 13, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 16, 2020.
|
CUSIP No. 490073103
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Debt Opportunities Master Fund, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
912,933
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
912,933
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
912,933
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.0% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based upon 23,000,000 shares of Class A Common Stock outstanding as of November 13, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 16, 2020.
|
CUSIP No. 490073103
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Debt Opportunities 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
|
|
|
||
912,933
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
912,933
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
912,933
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.0% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based upon 23,000,000 shares of Class A Common Stock outstanding as of November 13, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 16, 2020.
|
CUSIP No. 490073103
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Debt Opportunities Master
Fund II, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
330,937
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
330,937
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
330,937
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.4% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based upon 23,000,000 shares of Class A Common Stock outstanding as of November 13, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 16, 2020.
|
CUSIP No. 490073103
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Debt Opportunities II 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
|
|
|
||
330,937
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
330,937
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
330,937
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.4% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based upon 23,000,000 shares of Class A Common Stock outstanding as of November 13, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 16, 2020.
|
(i)
|
EJF Capital LLC;
|
(ii)
|
Emanuel J. Friedman;
|
(iii)
|
EJF Debt Opportunities Master Fund, L.P.;
|
(iv)
|
EJF Debt Opportunities GP, LLC;
|
(v)
|
EJF Debt Opportunities Master Fund II, LP; and
|
(vi)
|
EJF Debt Opportunities II GP, LLC
|
(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 CAPITAL LLC
|
|||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EMANUEL J. FRIEDMAN
|
|||
|
By:
|
/s/ Emanuel J. Friedman
|
||
|
Name:
|
Emanuel J. Friedman
|
|
EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
|
|||
|
By:
|
EJF DEBT OPPORTUNITIES GP, LLC
|
||
Its:
|
General Partner
|
|||
By:
|
EJF CAPITAL LLC
|
|||
Its:
|
Manager and Sole Member
|
|||
|
||||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
By:
|
EJF CAPITAL LLC
|
|||
|
Its:
|
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
|||
By:
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
Its:
|
General Partner
|
|||
|
||||
By:
|
EJF CAPITAL LLC
|
|||
|
Its:
|
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
By:
|
EJF CAPITAL LLC
|
|||
|
Its:
|
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF CAPITAL LLC
|
|||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EMANUEL J. FRIEDMAN
|
|||
|
By:
|
/s/ Emanuel J. Friedman
|
||
|
Name:
|
Emanuel J. Friedman
|
|
EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
|
|||
|
By:
|
EJF DEBT OPPORTUNITIES GP, LLC
|
||
Its:
|
General Partner
|
|||
By:
|
EJF CAPITAL LLC
|
|||
Its:
|
Manager and Sole Member
|
|||
|
||||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
By:
|
EJF CAPITAL LLC
|
|||
|
Its:
|
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
|||
By:
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
Its:
|
General Partner
|
|||
|
||||
By:
|
EJF CAPITAL LLC
|
|||
|
Its:
|
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
By:
|
EJF CAPITAL LLC
|
|||
|
Its:
|
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|