0000895345-22-000163.txt : 20220211 0000895345-22-000163.hdr.sgml : 20220211 20220211162128 ACCESSION NUMBER: 0000895345-22-000163 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220211 DATE AS OF CHANGE: 20220211 GROUP MEMBERS: EJF FINANCIAL SERVICES FUND, LP GROUP MEMBERS: EJF FINANCIAL SERVICES GP, LLC GROUP MEMBERS: EJF INCOME FUND, LP GROUP MEMBERS: EJF INCOME GP, LLC GROUP MEMBERS: EJF SIDECAR FUND, SERIES LLC - SMALL FINANCIAL EQUITIES SERI GROUP MEMBERS: EMANUEL J. FRIEDMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Metropolitan Bank Holding Corp. CENTRAL INDEX KEY: 0001476034 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 134042724 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90183 FILM NUMBER: 22621361 BUSINESS ADDRESS: STREET 1: 99 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-659-0600 MAIL ADDRESS: STREET 1: 99 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EJF Capital LLC CENTRAL INDEX KEY: 0001353254 IRS NUMBER: 202815526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2107 WILSON BOULEVARD STREET 2: SUITE 410 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 703-875-0591 MAIL ADDRESS: STREET 1: 2107 WILSON BOULEVARD STREET 2: SUITE 410 CITY: ARLINGTON STATE: VA ZIP: 22201 SC 13G/A 1 ff778696_13ga-metropolitan.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)


Metropolitan Bank Holding Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
591774104
(CUSIP Number)

December 31, 2021
(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)
☒ 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 the 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. 591774104
13G

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
 
 
 
 
 
 
 
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
 
 
 
512,022
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
512,022
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
512,022
 
 
 
 
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)
 
 
IA
 
 
 
 

(1)
Based on 10,925,029 shares of common stock, par value $0.01 per share (“Common Stock”) outstanding as of December 31, 2021, as reported by the Issuer in its Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on January 20, 2022.


CUSIP No. 591774104
13G

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
 
 
 
512,022
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
512,022
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
512,022
 
 
 
 
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 10,925,029 shares of Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Form 8-K filed with the SEC on January 20, 2022.

 
CUSIP No. 591774104
13G

1
NAMES OF REPORTING PERSONS
 
 
 
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
 
 
 
200,000
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
200,000
 
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
200,000
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
1.8% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
OO
 
 
 
 

(1)
Based on 10,925,029 shares of Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Form 8-K filed with the SEC on January 20, 2022.

 
CUSIP No. 591774104
13G

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
 
 
 
64,123
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
64,123
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
64,123
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
0.6% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
PN
 
 
 
 

(1)
Based on 10,925,029 shares of Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Form 8-K filed with the SEC on January 20, 2022.

 
CUSIP No. 591774104
13G

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
 
 
 
64,123
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
64,123
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
64,123
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
0.6% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
OO
 
 
 
 

(1)
Based on 10,925,029 shares of Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Form 8-K filed with the SEC on January 20, 2022.

 
CUSIP No. 591774104
13G

1
NAMES OF REPORTING PERSONS
 
 
 
EJF Income 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
 
 
 
2,500
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
2,500
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
2,500
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
0.02% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
PN
 
 
 
 

(1)
Based on 10,925,029 shares of Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Form 8-K filed with the SEC on January 20, 2022.

 
CUSIP No. 591774104
13G

1
NAMES OF REPORTING PERSONS
 
 
 
EJF Income 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
 
 
 
2,500
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
2,500
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
2,500
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
0.02% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 

OO
 
 
 
 

(1)
Based on 10,925,029 shares of Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Form 8-K filed with the SEC on January 20, 2022.

 
Item 1. (a)
Name of Issuer

Metropolitan Bank Holding Corp.

Item 1. (b)
 Address of Issuer’s Principal Executive Offices

99 Park Avenue
New York, New York 10016

Item 2. (a)
 Name of Person Filing

This Amendment No. 1 to Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

(i)
EJF Capital LLC;
(ii)
Emanuel J. Friedman;
(iii)
EJF Sidecar Fund, Series LLC – Small Financial Equities Series (“Sidecar SFES”);
(iv)
EJF Financial Services Fund, LP (the “Financial Services Fund”);
(v)
(vi)
(vii)
EJF Financial Services GP, LLC;
EJF Income Fund, LP (the “Income Fund”); and
EJF Income GP, LLC

*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.

Item 2. (b)
Address of Principal Business Office or, if None, Residence

The address of the principal business office of each Reporting Person is:

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, par value $0.01 per share (“Common Stock”)

Item 2. (e)
CUSIP Number

591774104

Item 3. 

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 SFES, 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 their respective cover pages.

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 managing member of Sidecar SFES (and the investment manager of an affiliate thereof) and the sole member of each of 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 serves as an investment adviser to accounts that are the record owners of shares of Common Stock, and may be deemed to share beneficial ownership of such shares of Common Stock.

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

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].

Item 6.
 Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.    

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

Not Applicable.
 
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:  February 11, 2022

 
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 – 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 INCOME FUND, LP
 
 
 
 
 
By: 
EJF INCOME GP, LLC
 
 
Its:
General Partner
 
 
 
 
 
 
By:
EJF CAPITAL LLC
  
 
Its:
Sole Member
  
       
 
By:
/s/ David Bell
 
 
Name:
David Bell
 
 
Title:
General Counsel
 


 
EJF INCOME GP, LLC
 
 
 
 
 
By: 
EJF CAPITAL LLC
 
 
Its:
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 Sidecar Fund, Series LLC – Small Financial Equities Series, a Delaware separate series limited liability company, EJF Financial Services Fund, LP, a Delaware limited partnership, EJF Financial Services GP, LLC, a Delaware limited liability company, and 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.
 
Dated:  February 11, 2022


 
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 – 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 INCOME FUND, LP
 
 
 
 
 
By: 
EJF INCOME GP, LLC
 
 
Its:
General Partner
 
 
 
 
 
 
By:
EJF CAPITAL LLC
  
 
Its:
Sole Member
  
       
 
By:
/s/ David Bell
 
 
Name:
David Bell
 
 
Title:
General Counsel
 


 
EJF INCOME GP, LLC
 
 
 
 
 
By: 
EJF CAPITAL LLC
 
 
Its:
Sole Member
 
 
 
 
 
 
By:
/s/ David Bell
 
 
Name:
David Bell
 
 
Title:
General Counsel