James J. Lynch
Patriot Financial Partners, L.P.
Cira Centre
2929 Arch Street, 27th Floor
Philadelphia, Pennsylvania 19104
(215) 399-4650
|
Copies to:
Philip Ross Bevan, Esq.
Silver, Freedman, Taff & Tiernan LLP
3299 K Street, N.W., Suite 100
Washington, D.C. 20007
(202) 295-4500
|
CUSIP No. 33740N105
|
13D
|
Page 2 of 14 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ X ]
(b) [ ]
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,271,916
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,271,916
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,271,916
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 33740N105
|
13D
|
Page 3 of 14 Pages
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners Parallel, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ X ]
(b) [ ]
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
219,716
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
219,716
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,716
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 33740N105
|
13D
|
Page 4 of 14 Pages
|
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners GP, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ X ]
(b) [ ]
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,491,632
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,491,632
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,491,632
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 33740N105
|
13D
|
Page 5 of 14 Pages
|
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patriot Financial Partners GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ X ]
(b) [ ]
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,491,632
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,491,632
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,491,632
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 33740N105
|
13D
|
Page 6 of 14 Pages
|
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
W. Kirk Wycoff
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ X ]
(b) [ ]
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,491,632
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,491,632
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,491,632
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 33740N105
|
13D
|
Page 7 of 14 Pages
|
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ira M. Lubert
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ X ]
(b) [ ]
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,491,632
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,491,632
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,491,632
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 33740N105
|
13D
|
Page 8 of 14 Pages
|
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James J. Lynch
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ X ]
(b) [ ]
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
[ ]
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,491,632
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,491,632
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,491,632
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 33740N105
|
13D
|
Page 9 of 14 Pages
|
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
·
|
Patriot Financial Partners, L.P., a Delaware limited partnership (the “Patriot Fund”);
|
·
|
Patriot Financial Partners Parallel, L.P., a Delaware limited partnership (the “Patriot Parallel Fund” and together with the Patriot Fund, the “Funds”);
|
·
|
Patriot Financial Partners GP, L.P., a Delaware limited partnership and general partner of the Funds (“Patriot GP”);
|
·
|
Patriot Financial Partners GP, LLC, a Delaware limited liability company and general partner of Patriot GP (“Patriot LLC”); and
|
·
|
W. Kirk Wycoff, Ira M. Lubert and James J. Lynch as general partners of the Funds and Patriot GP and as members of Patriot LLC.
|
CUSIP No. 33740N105
|
13D
|
Page 10 of 14 Pages
|
|
Source and Amount of Funds or Other Consideration
|
|
Purpose of Transaction
|
CUSIP No. 33740N105
|
13D
|
Page 11 of 14 Pages
|
Item 5.
|
Interest in Securities of the Issuer
|
CUSIP No. 33740N105
|
13D
|
Page 12 of 14 Pages
|
Number of
|
||||
Entity
|
Date
|
Shares Sold
|
||
Patriot Fund
|
8/5/2014
|
255,809
|
||
Patriot Parallel Fund
|
8/5/2014
|
44,192
|
||
Patriot Fund
|
8/6/2014
|
2,516
|
||
Patriot Parallel Fund
|
8/6/2014
|
435
|
||
Patriot Fund
|
8/8/2014
|
224,004
|
||
Patriot Parallel Fund
|
8/8/2014
|
38,696
|
||
Patriot Fund
|
8/11/2014
|
202,345
|
||
Patriot Parallel Fund
|
8/11/2014
|
34,955
|
||
Patriot Fund Total Sales
|
684,674
|
|||
Patriot Parallel Fund Total Sales
|
118,277
|
|||
Total Aggregate Sales
|
802,951
|
(d)
|
Not applicable.
|
(e)
|
On August 11, 2014, the Patriot Financial Group ceased to be the beneficial owner of more than five percent of the Common Stock.
|
CUSIP No. 33740N105
|
13D
|
Page 13 of 14 Pages
|
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to Be Filed as Exhibits
|
1
|
Joint Filing Agreement
|
CUSIP No. 33740N105
|
13D
|
Page 14 of 14 Pages
|
PATRIOT FINANCIAL PARTNERS, L.P.
|
|||
By:
|
/s/ James J. Lynch
|
||
James J. Lynch, a member of Patriot Financial Partners GP,
|
|||
LLC, the general partner of Patriot Financial Partners GP,
|
|||
L.P., the general partner of Patriot Financial Partners, L.P.
|
|||
PATRIOT FINANCIAL PARTNERS PARALLEL, L.P.
|
|||
By:
|
/s/ James J. Lynch
|
||
James J. Lynch, a member of Patriot Financial Partners GP,
|
|||
LLC, the general partner of Patriot Financial Partners GP,
|
|||
L.P., the general partner of Patriot Financial Partners
|
|||
Parallel, L.P.
|
|||
PATRIOT FINANCIAL PARTNERS GP, L.P.
|
|||
By:
|
/s/ James J. Lynch
|
||
James J. Lynch, a member of Patriot Financial Partners GP,
|
|||
LLC., the general partner of Patriot Financial Partners GP,
|
|||
L.P.
|
|||
PATRIOT FINANCIAL PARTNERS GP, LLC
|
|||
By:
|
/s/ James J. Lynch
|
||
James J. Lynch, a member
|
|||
By:
|
/s/ James J. Lynch
|
||
James J. Lynch
|
|||
By:
|
/s/Ira M. Lubert
|
||
Ira M. Lubert
|
|||
By:
|
/s/ W. Kirk Wycoff
|
||
W. Kirk Wycoff
|
No.
|
Exhibit
|
|
1
|
Joint Filing Agreement
|
PATRIOT FINANCIAL PARTNERS, L.P.
|
|||
By:
|
/s/ James J. Lynch
|
||
James J. Lynch, a member of Patriot Financial Partners GP,
|
|||
LLC, the general partner of Patriot Financial Partners GP,
|
|||
L.P., the general partner of Patriot Financial Partners, L.P.
|
|||
PATRIOT FINANCIAL PARTNERS PARALLEL, L.P.
|
|||
By:
|
/s/ James J. Lynch
|
||
James J. Lynch, a member of Patriot Financial Partners GP,
|
|||
LLC, the general partner of Patriot Financial Partners GP,
|
|||
L.P., the general partner of Patriot Financial Partners
|
|||
Parallel, L.P.
|
|||
PATRIOT FINANCIAL PARTNERS GP, L.P.
|
|||
By:
|
/s/ James J. Lynch
|
||
James J. Lynch, a member of Patriot Financial Partners GP,
|
|||
LLC., the general partner of Patriot Financial Partners GP,
|
|||
L.P.
|
|||
PATRIOT FINANCIAL PARTNERS GP, LLC
|
|||
By:
|
/s/ James J. Lynch
|
||
James J. Lynch, a member
|
|||
By:
|
/s/ James J. Lynch
|
||
James J. Lynch
|
|||
By:
|
/s/Ira M. Lubert
|
||
Ira M. Lubert
|
|||
By:
|
/s/ W. Kirk Wycoff
|
||
W. Kirk Wycoff
|