Item 1. (a) Name of Issuer
Granite Point Mortgage Trust, Inc.
Item 1. (b) Address of Issuer’s Principal Executive Offices
3 Bryant Park, Suite 2400A
New York, New York 10036
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 Tactical Opportunities Fund LP (the “Tactical Fund”); |
(viii) | EJF Tactical Opportunities GP LLC; |
(ix) | EJF Funding Designated Activity Company (“Funding DAC”); and |
(x) | EJF European Financial Fund (“Euro Fins”). |
*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
Common Stock, par value $0.01 per share (“Common Stock”)
Item 2. (e) CUSIP Number
38741L107
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: |
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| See Item 9 of the attached cover pages. |
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(b) | Percent of class: |
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| See Item 11 of the attached cover pages. |
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(c) | Number of shares as to which such person has: |
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| (i) | Sole power to vote or to direct the vote: |
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| | See Item 5 of the attached cover pages. |
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| (ii) | Shared power to vote or to direct the vote: |
| | |
| | See Item 6 of the attached cover pages. |
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| (iii) | Sole power to dispose or to direct the disposition: |
| | |
| | See Item 7 of the attached cover pages. |
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| (iv) | Shared power to dispose or to direct the disposition: |
| | |
| | See Item 8 of the attached cover pages. |
The Debt Fund has the right to obtain 2,904,773 shares of Common Stock, within 60 days, upon the conversion of $30,076,000 principal amount of 5.625% Convertible Notes and $26,772,000 principal amount of 6.375% Convertible Notes of which the Debt Fund is the record owner.
The Debt Fund II has the right to obtain 519,656 shares of Common Stock, within 60 days, upon the conversion of $2,224,000 principal amount of 5.625% Convertible Notes and $8,066,000 principal amount of 6.375% Convertible Notes of which the Debt Fund II is the record owner.
The Tactical Fund has the right to obtain 52,878 shares of Common Stock, within 60 days, upon the conversion of $1,017,000 principal amount of 5.625% Convertible Notes of which the Tactical Fund is the record owner.
Funding DAC has the right to obtain 940,193 shares of Common Stock, within 60 days, upon the conversion of $8,449,000 principal amount of 5.625% Convertible Notes and $10,000,000 principal amount of 6.375% Convertible Notes of which Funding DAC is the record owner.
Euro Fins has the right to obtain 50,089 shares of Common Stock, within 60 days, upon the conversion of $1,000,000 principal amount of 6.375% Convertible Notes of which Euro Fins is the record owner.
EJF Debt Opportunities GP, LLC is the general partner of the Debt Fund and an investment manager of certain affiliates thereof and may be deemed to share beneficial ownership of the Common Stock of which the Debt Fund is the record owner.
EJF Debt Opportunities II GP, LLC is the general partner of the Debt Fund II and an investment manager of an affiliate thereof and may be deemed to share beneficial ownership of the Common Stock of which the Debt Fund II is the record owner.
EJF Tactical Opportunities GP LLC is the general partner of the Tactical Fund and may be deemed to share beneficial ownership of the Common Stock of which the Tactical Fund is the record owner.
EJF Capital LLC is the sole member and manager of EJF Debt Opportunities GP, LLC, EJF Debt Opportunities II GP, LLC, and EJF Tactical Opportunities GP, LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which such entities may share beneficial ownership. EJF Capital LLC is also the investment manager to EJF Funding Designated Activity Company and EJF European Financial Fund, and may be deemed to share beneficial ownership of the shares of Common Stock of which such entities are the record owner. EJF Capital LLC also serves as the investment manager of a managed account and may be deemed to share beneficial ownership of the 57,609 shares of Common Stock that the managed account has the right to obtain, within 60 days, upon the conversion of $1,108,000 principal amount of 5.625% Convertible Notes 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 of 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: February 12, 2021
| 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 TACTICAL OPPORTUNITIES FUND LP | |
| | |
| By: | EJF TACTICAL 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 TACTICAL OPPORTUNITIES GP LLC | |
| | |
| By: | EJF CAPITAL LLC | |
| Its: | Manager and Sole Member | |
| | | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
| EJF FUNDING DESIGNATED ACTIVITY COMPANY | |
| | |
| By: | EJF CAPITAL LLC | |
| Its: | Manager | |
| | | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
| EJF EUROPEAN FINANCIAL FUND | |
| | |
| By: | EJF CAPITAL LLC | |
| Its: | Manager | |
| | | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
EXHIBIT A
The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF Debt Opportunities Master Fund II, LP, an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities II GP, LLC, a Delaware limited liability company, EJF Tactical Opportunities Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands, EJF Tactical Opportunities GP LLC, a Delaware limited liability company, EJF European Financial Fund, a fund established under the laws of the Republic of Ireland, and EJF Funding Designated Activity Company, a designated activity company organized under the laws of the Republic of Ireland, 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: February 12, 2021
| 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 TACTICAL OPPORTUNITIES FUND LP | |
| | |
| By: | EJF TACTICAL 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 TACTICAL OPPORTUNITIES GP LLC | |
| | |
| By: | EJF CAPITAL LLC | |
| Its: | Manager and Sole Member | |
| | | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
| EJF FUNDING DESIGNATED ACTIVITY COMPANY | |
| | |
| By: | EJF CAPITAL LLC | |
| Its: | Manager | |
| | | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
| EJF EUROPEAN FINANCIAL FUND | |
| | |
| By: | EJF CAPITAL LLC | |
| Its: | Manager | |
| | | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |