| 1 | NAMES OF REPORTING PERSONS | | |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
| (a)☐ | | |
| (b)☒ | | |
| 3 | SEC USE ONLY | | |
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | |
| 0 | | |
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| 6 | SHARED VOTING POWER | | |
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| 7 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
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| 8 | SHARED DISPOSITIVE POWER | | |
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
| 0.02% (1) | | |
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| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| OO | | |
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(1) | Based on 26,312,603 shares of Common Stock outstanding, based on the Form 10-Q filed by the Issuer with the SEC on May 11, 2021 (indicating that 24,819,968 shares of Common Stock were outstanding as of March 31, 2021, including a total of 1,297,365 shares of Common Stock sold by that date in the Issuer’s ATM Offering) and the Form 8-K filed by the Issuer on May 18, 2021 (indicating that the Issuer had sold a total of 2.79M shares of Common Stock in the ATM Offering, reflecting additional sales in the ATM Offering since March 31, 2021 of 1,492,635 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 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 Financial Services Fund, LP (the “Financial Services Fund”); |
| (viii) | EJF Financial Services GP, LLC; |
| (ix) | EJF Income Fund, LP (the “Income Fund”); and |
| (x) | EJF Income 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
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”)
82837P408
| 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.
| (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: |
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| | | See Item 6 of the attached cover pages. |
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| | (iii) | Sole power to dispose or to direct the disposition: |
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| | | See Item 7 of the attached cover pages. |
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| | (iv) | Shared power to dispose or to direct the disposition: |
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| | | See Item 8 of the attached cover pages. |
Each of the Debt Fund, the Debt Fund II, the Financial Services Fund, and the Income Fund is the record owner of the number of shares of Common Stock shown on Item 9 of its respective cover page.
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 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 Income GP, LLC is the general partner of the Income Fund and the investment manager of an affiliate thereof and may be deemed to share beneficial ownership of the Common Stock of which the Income Fund is the record owner.
EJF Capital LLC is the sole member of each of EJF Debt Opportunities GP, LLC, EJF Debt Opportunities II GP, LLC, EJF Financial Services GP, LLC, and EJF Income 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 also separately manages accounts holding shares of Common Stock and may be deemed to share beneficial ownership of the 22,451 shares of Common Stock of which the managed accounts, in the aggregate, are the record owners.
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.
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: May 24, 2021
