Silvergate Capital Corp.
|
Class A Common Stock, par value $0.01 per share
|
82837P408
|
December 31, 2021
|
CUSIP No. 82837P408
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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
|
|
|
||
641,796
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
641,796
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
641,796
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.1% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
(1)
|
Based on 30,342,506 shares of Class A common stock, par value $0.01 per share (“Common Stock”) outstanding as of December 9, 2021, as reflected in the Preliminary Prospectus on Form 434B5 filed by the Issuer
with the U.S. Securities and Exchange Commission (“SEC”) on December 8, 2021 (indicating that a total of 30,342,506 shares of Common Stock were expected to be outstanding after the closing of the Issuer’s December 2021 offering of Common
Stock, assuming the underwriters exercised in full their option to purchase additional shares of Common Stock) and the Form 8-K filed by the Issuer on December 8, 2021 (indicating that the
underwriters had notified the Issuer of the exercise in full of their option to purchase the additional shares of Common Stock, and the Offering, including the sale of shares of Common Stock subject to the
underwriters’ option, was expected to close on December 9, 2021).
|
CUSIP No. 82837P408
|
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
|
|
|
||
641,796
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
641,796
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
641,796
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.1% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Based on 30,342,506 shares of Common Stock outstanding as of December 9, 2021, as reflected in the Preliminary Prospectus on Form 434B5 filed by the Issuer with the SEC on December 8, 2021 (indicating that a
total of 30,342,506 shares of Common Stock were expected to be outstanding after the closing of the Issuer’s December 2021 offering of Common Stock, assuming the underwriters exercised in full their option
to purchase additional shares of Common Stock) and the Form 8-K filed by the Issuer on December 8, 2021 (indicating that the underwriters had notified the Issuer of the exercise in full of their
option to purchase the additional shares of Common Stock, and the Offering, including the sale of shares of Common Stock subject to the underwriters’ option, was expected to close on December 9, 2021).
|
CUSIP No. 82837P408
|
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
|
|
|
||
568,519
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
568,519
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
568,519
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.9% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based on 30,342,506 shares of Common Stock outstanding as of December 9, 2021, as reflected in the Preliminary Prospectus on Form 434B5 filed by the Issuer with the SEC on December 8, 2021 (indicating that
a total of 30,342,506 shares of Common Stock were expected to be outstanding after the closing of the Issuer’s December 2021 offering of Common Stock, assuming the underwriters exercised in full their
option to purchase additional shares of Common Stock) and the Form 8-K filed by the Issuer on December 8, 2021 (indicating that the underwriters had notified the Issuer of the exercise in full of
their option to purchase the additional shares of Common Stock, and the Offering, including the sale of shares of Common Stock subject to the underwriters’ option, was expected to close on December 9, 2021).
|
CUSIP No. 82837P408
|
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
|
|
|
||
568,519
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
568,519
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
568,519
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.9% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 30,342,506 shares of Common Stock outstanding as of December 9, 2021, as reflected in the Preliminary Prospectus on Form 434B5 filed by the Issuer with the SEC on December 8, 2021 (indicating
that a total of 30,342,506 shares of Common Stock were expected to be outstanding after the closing of the Issuer’s December 2021 offering of Common Stock, assuming the underwriters exercised in full
their option to purchase additional shares of Common Stock) and the Form 8-K filed by the Issuer on December 8, 2021 (indicating that the underwriters had notified the Issuer of the exercise in
full of their option to purchase the additional shares of Common Stock, and the Offering, including the sale of shares of Common Stock subject to the underwriters’ option, was expected to close on December 9, 2021).
|
CUSIP No. 82837P408
|
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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based on 30,342,506 shares of Common Stock outstanding as of December 9, 2021, as reflected in the Preliminary Prospectus on Form 434B5 filed by the Issuer with the SEC on December 8, 2021 (indicating
that a total of 30,342,506 shares of Common Stock were expected to be outstanding after the closing of the Issuer’s December 2021 offering of Common Stock, assuming the underwriters exercised in full
their option to purchase additional shares of Common Stock) and the Form 8-K filed by the Issuer on December 8, 2021 (indicating that the underwriters had notified the Issuer of the exercise
in full of their option to purchase the additional shares of Common Stock, and the Offering, including the sale of shares of Common Stock subject to the underwriters’ option, was expected to close on December 9, 2021).
|
CUSIP No. 82837P408
|
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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 30,342,506 shares of Common Stock outstanding as of December 9, 2021, as reflected in the Preliminary Prospectus on Form 434B5 filed by the Issuer with the SEC on December 8, 2021
(indicating that a total of 30,342,506 shares of Common Stock were expected to be outstanding after the closing of the Issuer’s December 2021 offering of Common Stock, assuming the underwriters
exercised in full their option to purchase additional shares of Common Stock) and the Form 8-K filed by the Issuer on December 8, 2021 (indicating that the underwriters had notified the
Issuer of the exercise in full of their option to purchase the additional shares of Common Stock, and the Offering, including the sale of shares of Common Stock subject to the underwriters’ option, was expected to close on
December 9, 2021).
|
CUSIP No. 82837P408
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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
|
|
|
||
29,810
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
29,810
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
29,810
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.1% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based on 30,342,506 shares of Common Stock outstanding as of December 9, 2021, as reflected in the Preliminary Prospectus on Form 434B5 filed by the Issuer with the SEC on December 8, 2021 (indicating that a
total of 30,342,506 shares of Common Stock were expected to be outstanding after the closing of the Issuer’s December 2021 offering of Common Stock, assuming the underwriters exercised in full their option
to purchase additional shares of Common Stock) and the Form 8-K filed by the Issuer on December 8, 2021 (indicating that the underwriters had notified the Issuer of the exercise in full of their
option to purchase the additional shares of Common Stock, and the Offering, including the sale of shares of Common Stock subject to the underwriters’ option, was expected to close on December 9, 2021).
|
CUSIP No. 82837P408
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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
|
|
|
||
29,810
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
29,810
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
29,810
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.1% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 30,342,506 shares of Common Stock outstanding as of December 9, 2021, as reflected in the Preliminary Prospectus on Form 434B5 filed by the Issuer with the SEC on December 8, 2021 (indicating that
a total of 30,342,506 shares of Common Stock were expected to be outstanding after the closing of the Issuer’s December 2021 offering of Common Stock, assuming the underwriters exercised in full their
option to purchase additional shares of Common Stock) and the Form 8-K filed by the Issuer on December 8, 2021 (indicating that the underwriters had notified the Issuer of the exercise in full of
their option to purchase the additional shares of Common Stock, and the Offering, including the sale of shares of Common Stock subject to the underwriters’ option, was expected to close on December 9, 2021).
|
CUSIP No. 82837P408
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Income 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
|
|
|
||
4,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.01% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
Based on 30,342,506 shares of Common Stock outstanding as of December 9, 2021, as reflected in the Preliminary Prospectus on Form 434B5 filed by the Issuer with the SEC on December 8, 2021 (indicating
that a total of 30,342,506 shares of Common Stock were expected to be outstanding after the closing of the Issuer’s December 2021 offering of Common Stock, assuming the underwriters exercised in full
their option to purchase additional shares of Common Stock) and the Form 8-K filed by the Issuer on December 8, 2021 (indicating that the underwriters had notified the Issuer of the exercise in
full of their option to purchase the additional shares of Common Stock, and the Offering, including the sale of shares of Common Stock subject to the underwriters’ option, was expected to close on December 9, 2021).
|
CUSIP No. 82837P408
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Income 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
|
|
|
||
4,000
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,000
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,000
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.01% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 30,342,506 shares of Common Stock outstanding as of December 9, 2021, as reflected in the Preliminary Prospectus on Form 434B5 filed by the Issuer with the SEC on December 8, 2021 (indicating
that a total of 30,342,506 shares of Common Stock were expected to be outstanding after the closing of the Issuer’s December 2021 offering of Common Stock, assuming the underwriters exercised in full
their option to purchase additional shares of Common Stock) and the Form 8-K filed by the Issuer on December 8, 2021 (indicating that the underwriters had notified the Issuer of the exercise
in full of their option to purchase the additional shares of Common Stock, and the Offering, including the sale of shares of Common Stock subject to the underwriters’ option, was expected to close on December 9, 2021).
|
Item 1. (a)
|
Name of Issuer
|
Silvergate Capital Corp.
|
|
|
|
Item 1. (b)
|
Address of Issuer’s Principal Executive Offices
|
4250 Executive Square, Suite 300
|
|
La Jolla, California 92037
|
|
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;
|
(iii)
|
EJF Debt Opportunities Master Fund, L.P. (the “Debt Fund”);
|
(iv)
|
EJF Debt Opportunities GP, LLC
|
(v)
|
EJF Debt Opportunities Master Fund II, LP (the “Debt Fund II”)
|
(vi)
|
EJF Debt Opportunities II GP, LLC;
|
(vii)
|
EJF Financial Services Fund, LP (the “Financial Services Fund”);
|
(viii)
|
EJF Financial Services GP, LLC;
|
(ix)
|
EJF Income Fund, LP (the “Income Fund”); and
|
(x)
|
EJF Income GP, LLC.
|
*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
|
Class A common stock, par value $0.01 per share per share (“Common Stock”)
|
|
|
|
Item 2. (e)
|
CUSIP Number
|
82837P408
|
|
|
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.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that as of the date hereof each Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
|
|
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
|
|
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:
Its:
|
EJF DEBT OPPORTUNITIES GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
||
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
||
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
|||
|
By:
Its:
|
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
||
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
||
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
|
By:
Its:
|
EJF FINANCIAL SERVICES GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
||
EJF FINANCIAL SERVICES GP, LLC
|
||||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF INCOME FUND, LP
|
|||
|
By:
Its:
|
EJF INCOME GP, LLC
General Partner
|
||
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF INCOME GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
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:
Its:
|
EJF DEBT OPPORTUNITIES GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
||
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
||
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
|||
|
By:
Its:
|
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
||
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
||
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
|
By:
Its:
|
EJF FINANCIAL SERVICES GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
||
EJF FINANCIAL SERVICES GP, LLC
|
||||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF INCOME FUND, LP
|
|||
|
By:
Its:
|
EJF INCOME GP, LLC
General Partner
|
||
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF INCOME GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|