Item 1. (a) | Name of Issuer |
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Silvergate Capital Corp. |
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Item 1. (b) | Address of Issuer’s Principal Executive Offices |
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4250 Executive Square, Suite 300 |
La Jolla, California 92037 |
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Item 2. (a) | Name of Person Filing |
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This Amendment No. 1 to Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*: |
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(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. |
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*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. |
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Item 2. (b) | Address of Principal Business Office or, if None, Residence |
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The address of the principal business office of each Reporting Person is: |
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2107 Wilson Boulevard Suite 410 Arlington, VA 22201 |
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Item 2. (c) | Citizenship |
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See Item 4 of the attached cover pages. |
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Item 2. (d) | Title of Class of Securities |
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Class A common stock, par value $0.01 per share per share (“Common Stock”) |
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Item 2. (e) | CUSIP Number |
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82837P408 | |
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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: |
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Not Applicable. |
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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: |
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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 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 |
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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 [X]. |
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
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Not Applicable. |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
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Not Applicable. |
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Item 8. | Identification and Classification of Members of the Group |
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Not Applicable. |
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Item 9. | Notice of Dissolution of Group |
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Not Applicable. |
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Item 10.
| Certification
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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 11, 2022
| EJF CAPITAL LLC | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EMANUEL J. FRIEDMAN | |
| By: | /s/ Emanuel J. Friedman | |
| Name: | Emanuel J. Friedman | |
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| EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |
| By: Its: | EJF DEBT OPPORTUNITIES GP, LLC General Partner | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EJF DEBT OPPORTUNITIES GP, LLC | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EJF DEBT OPPORTUNITIES MASTER FUND II, LP | |
| By: Its: | EJF DEBT OPPORTUNITIES II GP, LLC General Partner | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EJF DEBT OPPORTUNITIES II GP, LLC | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EJF FINANCIAL SERVICES FUND, LP | |
| By: Its: | EJF FINANCIAL SERVICES GP, LLC General Partner | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EJF FINANCIAL SERVICES GP, LLC | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| By: Its: | EJF INCOME GP, LLC General Partner | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel
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| EJF INCOME GP, LLC | |
| By: Its: | EJF CAPITAL LLC 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 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 Financial Services Fund, LP, a Delaware limited partnership, EJF Financial Services GP, LLC, a Delaware limited liability company, EJF Income Fund, LP, a Delaware limited partnership, and EJF Income GP, LLC, 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.
| EJF CAPITAL LLC | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EMANUEL J. FRIEDMAN | |
| By: | /s/ Emanuel J. Friedman | |
| Name: | Emanuel J. Friedman | |
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| EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |
| By: Its: | EJF DEBT OPPORTUNITIES GP, LLC General Partner | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EJF DEBT OPPORTUNITIES GP, LLC | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EJF DEBT OPPORTUNITIES MASTER FUND II, LP | |
| By: Its: | EJF DEBT OPPORTUNITIES II GP, LLC General Partner | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EJF DEBT OPPORTUNITIES II GP, LLC | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EJF FINANCIAL SERVICES FUND, LP | |
| By: Its: | EJF FINANCIAL SERVICES GP, LLC General Partner | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| EJF FINANCIAL SERVICES GP, LLC | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel | |
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| By: Its: | EJF INCOME GP, LLC General Partner | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel
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| EJF INCOME GP, LLC | |
| By: Its: | EJF CAPITAL LLC Sole Member | |
| By: | /s/ David Bell | |
| Name: | David Bell | |
| Title: | General Counsel
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