UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Preferred Apartment Communities, Inc. |
(Name of Issuer)
Common Stock, $0.01 par value |
(Title of Class of Securities)
74039L103 |
(CUSIP Number)
May 21, 2013 |
(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. 74039L103 | 13G | Page 2 of 17 Pages |
| 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 1,057,142 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 1,057,142 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,057,142 |
| 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) 9.6% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA |
CUSIP No. 74039L103 | 13G | Page 3 of 17 Pages |
| 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 1,057,142 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 1,057,142 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,057,142 |
| 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) 9.6% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
CUSIP No. 74039L103 | 13G | Page 4 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Debt Opportunities Master Fund, L.P. | |
| 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 457,857 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 457,857 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 457,857 |
| 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) 4.1% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 74039L103 | 13G | Page 5 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Debt Opportunities 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 457,857 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 457,857 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 457,857 |
| 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) 4.1% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
CUSIP No. 74039L103 | 13G | Page 6 of 17Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Debt Opportunities Master Fund II, 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 456,428 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 456,428 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 456,428 |
| 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) 4.1% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 74039L103 | 13G | Page 7 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Debt Opportunities II 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 456,428 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 456,428 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 456,428 |
| 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) 4.1% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
CUSIP No. 74039L103 | 13G | Page 8 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Income 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 Delaware | |
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 142,857 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 142,857 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,857 |
| 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) 1.3% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
CUSIP No. 74039L103 | 13G | Page 9 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EJF Income 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 142,857 |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 142,857 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,857 |
| 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) 1.3% |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
Item 1. (a) Name of Issuer
Preferred Apartment Communities, Inc.
Item 1. (b) Address of Issuer’s Principal Executive Offices
3625 Cumberland Boulevard, Suite 400
Atlanta, Georgia
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.; |
| (iv) | EJF Debt Opportunities GP, LLC; |
| (v) | EJF Debt Opportunities Master Fund II, LP; |
| (vi) | EJF Debt Opportunities II GP, LLC; |
| (vii) | EJF Income Fund, LP; and |
| (viii) | 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
EJF Capital LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Emanuel J. Friedman
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Debt Opportunities Master Fund, L.P.
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Debt Opportunities GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Debt Opportunities Master Fund II, LP
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Debt Opportunities II GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Income Fund, LP
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Income GP, LLC
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, $0.01 par value (“Common Stock”)
Item 2. (e) CUSIP Number
74039L103
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 Debt Opportunities Master Fund, L.P., EJF Debt Opportunities Master Fund II, LP and EJF Income Fund, LP is the record owner of the shares of Common Stock shown on item 9 of its respective cover page.
EJF Debt Opportunities GP, LLC serves as the general partner and investment manager of EJF Debt Opportunities Master Fund, L.P. and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Debt Opportunities Master Fund, L.P. is the record owner. EJF Debt Opportunities II GP, LLC serves as the general partner and investment manager of EJF Debt Opportunities Master Fund II, LP and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Debt Opportunities Master Fund II, LP is the record owner. EJF Income GP, LLC serves as the general partner and investment manager of EJF Income Fund, LP and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Income Fund, LP is the record owner.
EJF Capital LLC is the sole member and manager of each of EJF Debt Opportunities GP, LLC, EJF Debt Opportunities II 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. 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.
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 28, 2013
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 DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
By: Its: | EJF DEBT OPPORTUNITIES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF DEBT OPPORTUNITIES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF DEBT OPPORTUNITIES MASTER FUND II, LP | |||
By: Its: | EJF DEBT OPPORTUNITIES II GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF DEBT OPPORTUNITIES II GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF INCOME FUND, LP | |||
By: Its: | EJF INCOME GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF INCOME GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| 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 Debt Opportunities Master Fund, L.P., a 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, a limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities II 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 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: May 28, 2013
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 DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
By: Its: | EJF DEBT OPPORTUNITIES GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF DEBT OPPORTUNITIES GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF DEBT OPPORTUNITIES MASTER FUND II, LP | |||
By: Its: | EJF DEBT OPPORTUNITIES II GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF DEBT OPPORTUNITIES II GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF INCOME FUND, LP | |||
By: Its: | EJF INCOME GP, LLC General Partner | ||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||
EJF INCOME GP, LLC | |||
By: Its: | EJF CAPITAL LLC Sole Managing Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: | Neal J. Wilson | ||
| Title: | Chief Operating Officer | ||