UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
 
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)
 
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. 82837P408
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
   
(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
 
 
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)
 
 
IA
 
 
 
 
 
(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
 
 
 
 
 
 
 
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
 
 
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
 
 
 
 
 
(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:
 
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 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.


*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:
 
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 Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
 
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 Series SFE is the record owner of the number of shares of Common Stock shown on Item 9 of its respective cover page.

The Financial Services Fund is the record owner of the number of shares of Common Stock shown on item 9 of its respective cover page.

EJF Financial Services GP, LLC is the general partner of the Financial Services Fund and an investment manager of certain affiliates thereof and may be deemed to share beneficial ownership of the shares of Common Stock of which the Financial Services Fund is the record owner. 

EJF Capital LLC is the managing member of EJF Sidecar Series SFE (and the investment manager of an affiliate thereof) and the sole member of EJF Financial Services GP, LLC, and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Sidecar Series SFE is the record owner and the shares of Common Stock of which EJF Financial Services GP, LLC may share beneficial ownership.  EJF Capital LLC also serves as an investment adviser to an account that is the record owner of shares of Common Stock, and may be deemed to share beneficial ownership of such shares of Common Stock.

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:  November 18, 2019
 
 
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
 

 
 

EXHIBIT A
 

The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Sidecar Fund, Series LLC – Small Financial Equities Series, a Delaware separate series limited liability company, EJF Financial Services Fund, LP, a Delaware limited partnership, and EJF Financial Services GP, LLC, a Delaware 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:  November 18, 2019

 
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