UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Ouster, Inc.
(f/k/a Colonnade Acquisition Corp.)
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Common Stock, par value $0.0001 per share
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G2283K110
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December 31, 2021
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CUSIP No. G2283K110
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13G
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1
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NAMES OF REPORTING PERSONS
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EJF Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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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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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No. G2283K110
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13G
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1
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NAMES OF REPORTING PERSONS
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Emanuel J. Friedman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
(a)☐
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|||||
(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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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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0%
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. G2283K110
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Debt Opportunities Master Fund, L.P.
|
|
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|
||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
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|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
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0
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||||
6
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SHARED VOTING POWER
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0
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||||
7
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SOLE DISPOSITIVE POWER
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0
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||||
8
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SHARED DISPOSITIVE POWER
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0
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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0
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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||
0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. G2283K110
|
13G
|
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
|
|
|
||
|
|
|
|||
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|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
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|||
|
|
||||
6
|
SHARED VOTING POWER
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0
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||||
7
|
SOLE DISPOSITIVE POWER
|
|
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||
0
|
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|
|||
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|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
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|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
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|
CUSIP No. G2283K110
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Debt Opportunities Master Fund II, LP
|
|
|
|||
|
|
||||
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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. G2283K110
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EJF Debt Opportunities II 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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
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%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
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Item 1. (a)
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Name of Issuer
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Ouster, Inc. (f/k/a Colonnade Acquisition Corp.)
|
||
Item 1. (b)
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Address of Issuer’s Principal Executive Offices
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1400 Centrepark Blvd, Suite 810
West Palm Beach, FL 33401
|
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Item 2. (a)
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Name of Person Filing
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This Amendment No. 3 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 Debt Opportunities Master Fund, L.P.;
(iv) EJF Debt Opportunities GP, LLC;
(v) EJF Debt Opportunities Master Fund II, LP; and
(vi) EJF Debt Opportunities II GP, LLC
|
||
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 3 to Schedule 13G is being filed on behalf of each of them.
|
||
Item 2. (b)
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Address of Principal Business Office or, if None, Residence
|
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The address of the principal business office of each Reporting Person is:
|
||
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
|
||
Item 2. (c)
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Citizenship
|
|
See Item 4 of the attached cover pages.
|
||
Item 2. (d)
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Title of Class of Securities
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Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”)
|
||
Item 2. (e)
|
CUSIP Number
|
|
G2283K110
|
||
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:
|
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Not Applicable.
|
Item 4.
|
Ownership
|
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(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
|
|
If this statement is being filed to report the fact that as of the date hereof the 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
|
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Not Applicable.
|
Item 10.
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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.
|
|
EJF CAPITAL LLC
|
|||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EMANUEL J. FRIEDMAN
|
|||
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By:
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/s/ Emanuel J. Friedman
|
||
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Name:
|
Emanuel J. Friedman
|
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EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
|
|||
|
By:
Its:
|
EJF DEBT OPPORTUNITIES GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
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EJF DEBT OPPORTUNITIES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
|||
|
By:
Its:
|
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and 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:
Its:
|
EJF DEBT OPPORTUNITIES GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
|||
|
By:
Its:
|
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Manager and Sole Member
|
||
|
By:
|
/s/ David Bell
|
||
|
Name:
|
David Bell
|
||
|
Title:
|
General Counsel
|