Silvergate Capital Corp.
|
(Name of Issuer)
|
Class A Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
82837P408
|
(CUSIP Number)
|
November 7, 2019
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 82837P408
|
13G
|
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1
|
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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|||
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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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|||
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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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||
934,050
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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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||
934,050
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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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||
934,050
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|||
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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
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3% (1)
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|||
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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)
|
Based on 17,768,357 shares of Class A common stock, par value $0.01 per share (“Common Stock”) outstanding,
as reflected in the Prospectus filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on November 8, 2019 (indicating that a total of 17,768,357 shares of Common Stock would be outstanding after the Issuer’s
public offering of 3,333,333 shares of Common Stock).
|
CUSIP No. 82837P408
|
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
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
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
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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
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
934,050
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
934,050
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
934,050
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.3% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
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|||
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|
(1)
|
Based on 17,768,357 shares of Common Stock outstanding, as reflected in the Prospectus filed by the Issuer with the SEC on November 8, 2019 (indicating that a
total of 17,768,357 shares of Common Stock would be outstanding after the Issuer’s public offering of 3,333,333 shares of Common Stock).
|
CUSIP No. 82837P408
|
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
|
|
|
||
833,350
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
833,350
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
833,350
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.7% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Based on 17,768,357 shares of Common Stock outstanding, as reflected in the Prospectus filed by the Issuer with the SEC on November 8, 2019 (indicating that a
total of 17,768,357 shares of Common Stock would be outstanding after the Issuer’s public offering of 3,333,333 shares of Common Stock).
|
CUSIP No. 82837P408
|
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
|
|
|
||
50,350
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
50,350
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
50,350
|
|
|
|||
|
|
||||
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 17,768,357 shares of Common Stock outstanding, as reflected in the Prospectus filed
by the Issuer with the SEC on November 8, 2019 (indicating that a total of 17,768,357 shares of Common Stock would be outstanding after the Issuer’s public offering of 3,333,333 shares of Common Stock).
|
CUSIP No. 82837P408
|
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
|
|
|
||
50,350
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
50,350
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
50,350
|
|
|
|||
|
|
||||
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 17,768,357 shares of Common Stock outstanding, as reflected in the Prospectus filed
by the Issuer with the SEC on November 8, 2019 (indicating that a total of 17,768,357 shares of Common Stock would be outstanding after the Issuer’s public offering of 3,333,333 shares of Common Stock).
|
Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
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; |
(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.
|
|
|
|
|
(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:
|
Co-Chief Executive Officer
|
|
EMANUEL J. FRIEDMAN
|
|||
|
By:
|
/s/ Emanuel J. Friedman
|
||
|
Name:
|
Emanuel J. Friedman
|
||
|
|
|
|
EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
|
|||
|
By:
|
EJF CAPITAL LLC
|
||
Its:
|
Managing Member
|
|||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Co-Chief Executive Officer
|
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
|
By:
|
EJF FINANCIAL SERVICES GP, LLC
|
||
Its:
|
General Partner
|
|||
By: |
EJF CAPITAL LLC
|
|||
Its: |
Sole Member
|
|||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Co-Chief Executive Officer
|
|
EJF FINANCIAL SERVICES GP, LLC
|
|||
|
By:
|
EJF CAPITAL LLC
|
||
|
Its:
|
Sole Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Co-Chief Executive Officer
|
|
EJF CAPITAL LLC
|
|||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Co-Chief Executive Officer
|
|
EMANUEL J. FRIEDMAN
|
|||
|
By:
|
/s/ Emanuel J. Friedman
|
||
|
Name:
|
Emanuel J. Friedman
|
||
|
|
|
|
EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
|
|||
|
By:
|
EJF CAPITAL LLC
|
||
Its:
|
Managing Member
|
|||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Co-Chief Executive Officer
|
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
|
By:
|
EJF FINANCIAL SERVICES GP, LLC
|
||
Its:
|
General Partner
|
|||
By: |
EJF CAPITAL LLC
|
|||
Its: |
Sole Member
|
|||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Co-Chief Executive Officer
|
|
EJF FINANCIAL SERVICES GP, LLC
|
|||
|
By:
|
EJF CAPITAL LLC
|
||
|
Its:
|
Sole Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Co-Chief Executive Officer
|