Carver Bancorp, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
146875604
|
(CUSIP Number)
|
August 9, 2021
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 146875604
|
13G
|
Page 2 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
EJF Capital LLC
|
|
|||
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a)☐
|
||||
(b)☒
|
|
|||
3
|
SEC USE ONLY
|
|
||
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|||
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||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
Delaware
|
|
|||
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|||
|
||||
6
|
SHARED VOTING POWER
|
|
||
163,327
|
|
|||
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
||
0
|
|
|||
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
||
163,327
|
|
|||
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
163,327
|
|
|||
|
||||
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)
|
|
||
4.7% (1)
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|||
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
IA
|
|
|||
|
(1)
|
Based on 3,473,565 shares of common stock, par value $0.01 per share (“Common Stock”) outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by
the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on July 26, 2021.
|
CUSIP No. 146875604
|
13G
|
Page 3 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
Emanuel J. Friedman
|
|
|||
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a)☐
|
||||
(b)☒
|
|
|||
3
|
SEC USE ONLY
|
|
||
|
|
|||
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
United States
|
|
|||
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|||
|
||||
6
|
SHARED VOTING POWER
|
|
||
163,327
|
|
|||
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
||
0
|
|
|||
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
||
163,327
|
|
|||
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
163,327
|
|
|||
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
☐
|
|
|||
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
4.7% (1)
|
|
|||
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
IN
|
|
|||
|
(1)
|
Based on 3,473,565 shares of Common Stock outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by the Issuer with the SEC on July 26,
2021.
|
CUSIP No. 146875604
|
13G
|
Page 4 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
EJF Debt Opportunities Master Fund, L.P.
|
|
|||
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a)☐
|
||||
(b)☒
|
|
|||
3
|
SEC USE ONLY
|
|
||
|
|
|||
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
Cayman Islands
|
|
|||
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|||
|
||||
6
|
SHARED VOTING POWER
|
|
||
113,327
|
|
|||
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
||
0
|
|
|||
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
||
113,327
|
|
|||
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
113,327
|
|
|||
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
☐
|
|
|||
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
3.3% (1)
|
|
|||
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
PN
|
|
|||
|
(1)
|
Based on 3,473,565 shares of Common Stock outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by the Issuer with the SEC on July 26, 2021.
|
CUSIP No. 146875604
|
13G
|
Page 5 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
EJF Debt Opportunities GP, LLC
|
|
|||
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a)☐
|
||||
(b)☒
|
|
|||
3
|
SEC USE ONLY
|
|
||
|
|
|||
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
Delaware
|
|
|||
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|||
|
||||
6
|
SHARED VOTING POWER
|
|
||
113,327
|
|
|||
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
||
0
|
|
|||
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
||
113,327
|
|
|||
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
113,327
|
|
|||
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
☐
|
|
|||
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
3.3% (1)
|
|
|||
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
OO
|
|
|||
|
(1)
|
Based on 3,473,565 shares of Common Stock outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by the Issuer with the SEC on July 26,
2021.
|
CUSIP No. 146875604
|
13G
|
Page 6 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
EJF Financial Services Fund, LP
|
|
|||
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a)☐
|
||||
(b)☒
|
|
|||
3
|
SEC USE ONLY
|
|
||
|
|
|||
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
Delaware
|
|
|||
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|||
|
||||
6
|
SHARED VOTING POWER
|
|
||
50,000
|
|
|||
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
||
0
|
|
|||
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
||
50,000
|
|
|||
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
50,000
|
|
|||
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
☐
|
|
|||
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
1.4% (1)
|
|
|||
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
PN
|
|
|||
|
(1)
|
Based on 3,473,565 shares of Common Stock outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by the Issuer with the SEC on July 26,
2021.
|
CUSIP No. 146875604
|
13G
|
Page 7 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
||
EJF Financial Services GP, LLC
|
|
|||
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
(a)☐
|
||||
(b)☒
|
|
|||
3
|
SEC USE ONLY
|
|
||
|
|
|||
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
||
Delaware
|
|
|||
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|||
|
||||
6
|
SHARED VOTING POWER
|
|
||
50,000
|
|
|||
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
||
0
|
|
|||
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
||
50,000
|
|
|||
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
50,000
|
|
|||
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
||
☐
|
|
|||
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
||
1.4% (1)
|
|
|||
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
||
OO
|
|
|||
|
(1)
|
Based on 3,473,565 shares of Common Stock outstanding as of the close of business on July 19, 2021, as reflected in the Proxy Statement on Schedule 14A filed by the Issuer with the SEC on July 26, 2021.
|
Item 1. (a)
|
Name of Issuer
|
Item 1. (b)
|
Address of Issuer’s Principal Executive Offices
|
Item 2. (a)
|
Name of Person Filing
|
(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 Financial Services Fund, LP (the “Financial Services Fund”); and
|
(vi)
|
EJF Financial Services GP, LLC;
|
Item 2. (b)
|
Address of Principal Business Office or, if None, Residence
|
Item 2. (c)
|
Citizenship
|
Item 2. (d)
|
Title of Class of Securities
|
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:
|
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
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
Item 8.
|
Identification and Classification of Members of the Group
|
Item 9.
|
Notice of Dissolution of Group
|
Item 10.
|
Certification
|
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 DEBT OPPORTUNITIES MASTER FUND, L.P.
|
|||
By: |
EJF DEBT OPPORTUNITIES GP, LLC
|
||
Its: | General Partner |
||
By: |
EJF CAPITAL LLC |
||
Its: |
Sole Member |
||
|
By:
|
/s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
By: | EJF CAPITAL LLC | ||
Its: | Sole 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 |
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 DEBT OPPORTUNITIES MASTER FUND, L.P.
|
|||
By: |
EJF DEBT OPPORTUNITIES GP, LLC
|
||
Its: | General Partner |
||
By: |
EJF CAPITAL LLC |
||
Its: |
Sole Member |
||
|
By:
|
/s/ David Bell | |
Name: David Bell | |||
Title: General Counsel |
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
By: | EJF CAPITAL LLC | ||
Its: | Sole 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 |