Item 1. (a) Name of Issuer
Item 1. (b) Address of Issuer’s Principal Executive Offices
130 South Cedar Street
Manistique, Michigan 49854
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 (“Sidecar SFES”); |
(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
Common Stock, no par value per share
Item 2. (e) CUSIP Number
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 ☒.
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: April 23, 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 SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES | |
| | | | |
| | By:
| EJF CAPITAL LLC
| |
| | Its:
| Managing Member
| |
| | | | |
| | By: | /s/ David Bell | |
| | | Name: David Bell | |
| | | Title: General Counsel | |
| | EJF FINANCIAL SERVICES FUND, LP | |
| | | | |
| | By:
| EJF FINANCIAL SERVICES GP, LLC | |
| | Its:
| General Partner | |
| | | | |
| | By: | EJF CAPITAL LLC | |
| | Its: | Sole Member | |
| | | | |
| | By: | /s/ David Bell | |
| | | Name: David Bell | |
| | | Title: General Counsel | |
| | EJF FINANCIAL SERVICES GP, LLC | |
| | | | |
| | By:
| EJF CAPITAL LLC
| |
| | Its:
| Sole Member
| |
| | | | |
| | 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 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: April 23, 2021
