Professional Holding Corp.
|
Class A Voting Common Stock, par value $0.01 per share
|
743139107
|
December 15, 2020
|
CUSIP No. 743139107
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
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||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
EJF Capital LLC
|
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
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|||
3
|
SEC USE ONLY
|
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||
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
|
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|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
888,224
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
888,224
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
888,224
|
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|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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|
||
6.4% (1)
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|||
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|
||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
IA
|
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|||
|
|
(1) |
Based on 13,485,768 shares of Class A Voting Common Stock, par value $0.01 per share (“Class A Common Stock”) outstanding as of November 12, 2020, as disclosed in the Issuer’s Form 10-Q filed
with the U.S. Securities and Exchange Commission (“SEC”) on November 16, 2020, together with an additional 401,633 shares of Class A Common Stock issued on December 15, 2020, as disclosed by the Issuer in the Form 8-K filed with the
SEC on December 16, 2020.
|
CUSIP No. 743139107
|
13G
|
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
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
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||
|
|
|
|||
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|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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United States
|
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|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
888,224
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
888,224
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
888,224
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.4% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1) |
Based on 13,485,768 shares of Class A Common Stock outstanding as of November 12, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 16, 2020, together with an
additional 401,633 shares of Class A Common Stock issued on December 15, 2020, as disclosed by the Issuer in the Form 8-K filed with the SEC on December 16, 2020.
|
CUSIP No. 743139107
|
13G
|
1 |
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
EJF Sidecar Fund, Series LLC – Series E
|
|
|
|||
|
|
||||
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
|
|
|
||
663,474
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
663,474
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
663,474
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.8% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Based on 13,485,768 shares of Class A Common Stock outstanding as of November 12, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 16, 2020, together with an
additional 401,633 shares of Class A Common Stock issued on December 15, 2020, as disclosed by the Issuer in the Form 8-K filed with the SEC on December 16, 2020.
|
CUSIP No. 743139107
|
13G
|
1 |
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
EJF Sidecar Fund, Series LLC – Small Financial Equities Series
|
|
|
|||
|
|
||||
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
|
|
|
||
177,260
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
177,260
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
177,260
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
1.3% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Based on 13,485,768 shares of Class A Common Stock outstanding as of November 12, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 16, 2020, together with an
additional 401,633 shares of Class A Common Stock issued on December 15, 2020, as disclosed by the Issuer in the Form 8-K filed with the SEC on December 16, 2020.
|
CUSIP No. 743139107
|
13G
|
1 |
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
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
|
|
|
||
29,681
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
29,681
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
29,681
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.2% (1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
Based on 13,485,768 shares of Class A Common Stock outstanding as of November 12, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 16, 2020, together with an
additional 401,633 shares of Class A Common Stock issued on December 15, 2020, as disclosed by the Issuer in the Form 8-K filed with the SEC on December 16, 2020.
|
CUSIP No. 743139107
|
13G
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
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
|
|
|
||
29,681
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
29,681
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
29,681
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.2%(1)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Based on 13,485,768 shares of Class A Common Stock outstanding as of November 12, 2020, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 16, 2020, together with
an additional 401,633 shares of Class A Common Stock issued on December 15, 2020, as disclosed by the Issuer in the Form 8-K filed with the SEC on December 16, 2020.
|
(i)
|
EJF Capital LLC;
|
(ii)
|
Emanuel J. Friedman;
|
(iii)
|
EJF Sidecar Fund, Series LLC – Series E (“Sidecar E”);
|
(iv)
|
EJF Sidecar Fund, Series LLC – Small Financial Equities Series (“Sidecar SFES”);
|
(iv)
|
EJF Financial Services Fund, LP (the “Financial Services Fund”); and
|
(v)
|
EJF Financial Services GP, LLC.
|
(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.
|
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 SIDECAR FUND, SERIES LLC – SERIES E
|
|||
By: |
EJF CAPITAL LLC |
||
Its: |
Managing Member |
||
|
By:
|
/s/ David Bell |
|
Name: David Bell | |||
Title: General Counsel |
EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
|
|||
By: | EJF CAPITAL LLC | ||
Its: | Managing 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 SIDECAR FUND, SERIES LLC – SERIES E
|
|||
By: |
EJF CAPITAL LLC |
||
Its: |
Managing Member |
||
|
By:
|
/s/ David Bell |
|
Name: David Bell | |||
Title: General Counsel |
EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
|
|||
By: | EJF CAPITAL LLC | ||
Its: | Managing 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 |