UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Bank of the Carolinas Corporation |
(Name of Issuer)
Common Stock, no par value |
(Title of Class of Securities)
06425J102 |
(CUSIP Number)
October 20, 2014 |
(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)
ý 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. 06425J102 | 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 (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 44,935,687 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 44,935,687 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,935,687 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7% (1) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA |
| (1) | Based on 462,028,831 shares of common stock outstanding as of October 22, 2014, as disclosed in the Issuer’s Schedule 14A Preliminary Proxy Statement filed with the SEC on October 22, 2014. |
CUSIP No. 06425J102 | 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 (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 44,935,687 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 44,935,687 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,935,687 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7% (1) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
| (1) | Based on 462,028,831 shares of common stock outstanding as of October 22, 2014, as disclosed in the Issuer’s Schedule 14A Preliminary Proxy Statement filed with the SEC on October 22, 2014. |
CUSIP No. 06425J102 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Financial Opportunities Master Fund, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 5,090,587 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 5,090,587 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,090,587 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1% (1) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
| (1) | Based on 462,028,831 shares of common stock outstanding as of October 22, 2014, as disclosed in the Issuer’s Schedule 14A Preliminary Proxy Statement filed with the SEC on October 22, 2014. |
CUSIP No. 06425J102 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Financial Opportunites GP, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 5,090,587 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 5,090,587 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,090,587 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1% (1) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| (1) | Based on 462,028,831 shares of common stock outstanding as of October 22, 2014, as disclosed in the Issuer’s Schedule 14A Preliminary Proxy Statement filed with the SEC on October 22, 2014. |
CUSIP No. 06425J102 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Sidecar Fund, Series LLC - Series D | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) x (b) o |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 34,754,513 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 34,754,513 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,754,513 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5% (1) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| (1) | Based on 462,028,831 shares of common stock outstanding as of October 22, 2014, as disclosed in the Issuer’s Schedule 14A Preliminary Proxy Statement filed with the SEC on October 22, 2014. |
Item 1. (a) Name of Issuer
Bank of the Carolinas Corporation
Item 1. (b) Address of Issuer’s Principal Executive Offices
135 Boxwood Village Drive
Mocksville, NC 27028
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 Financial Opportunities Master Fund, LP |
| (iv) | EJF Financial Opportunities GP, LLC; and |
| (v) | EJF Sidecar Fund, Series LLC – Series D |
*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
EJF Capital LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Emanuel J. Friedman
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Financial Opportunities Master Fund, LP
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Financial Opportunities GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Sidecar Fund, Series LLC – Series D
2107 Wilson BoulevardSuite 410
Arlington, VA 22201
Item 2. (c) Citizenship
See Item 4 of the attached cover pages.
Item 2. (d) Title of Class of Securities
Common Stock, no par value (“Common Stock”)
Item 2. (e) CUSIP Number
06425J102
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. | ||
Each of EJF Sidecar Fund, Series LLC – Series D and EJF Financial Opportunities Master Fund, LP is the record owner of the shares of Common Stock shown on item 9 of its respective cover page.
EJF Financial Opportunities GP, LLC serves as the general partner of EJF Financial Opportunities Master Fund, LP and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Financial Opportunities Master Fund, LP is the record owner.
EJF Capital LLC is the sole member and manager of EJF Financial Opportunities GP, LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which such entity may share beneficial ownership. EJF Capital LLC also serves as the manager of EJF Sidecar Fund, Series LLC – Series D and a managed account and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Sidecar Fund, Series LLC – Series D is the record owner and the 5,090,587 shares of Common Stock of which the managed account is the record owner.
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
See Item 4.
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
The filing persons may be deemed to be members of a group.
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, other than activities solely in connection with a nomination under Section 240.14a-11.
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: October 30, 2014
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 FINANCIAL OPPORTUNITES MASTER FUND, LP | |||
By: Its: | EJF FINANCIAL OPPORTUNITES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF FINANCIAL FINANCIAL OPPORTUNITES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF SIDECAR FUND, SERIES LLC – SERIES D | |||
By: Its: | EJF CAPITAL LLC Manager | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EXHIBIT A
The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Financial Opportunities Master Fund, LP, an exempted limited partnership organized under the laws of the Cayman Islands, EJF Financial Opportunities GP, LLC, a Delaware limited liability company and EJF Sidecar Fund, Series LLC – Series D, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Amendment No. 1 to 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: October 30, 2014
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 FINANCIAL OPPORTUNITES MASTER FUND, LP | |||
By: Its: | EJF FINANCIAL OPPORTUNITES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF FINANCIAL FINANCIAL OPPORTUNITES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF SIDECAR FUND, SERIES LLC – SERIES D | |||
By: Its: | EJF CAPITAL LLC Manager | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||