UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
Metropolitan Bank Holding Corp.
|
Common Stock, par value $0.01 per share
|
591774104
|
November 8, 2017
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
EJF Capital LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b) ý
|
|
|
|||
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
|
|
|
||
421,100 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
421,100 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
421,100 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.1% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
(1)
|
Due to a clerical error, the Schedule 13G originally filed on November 17, 2017 understated the number of shares of common stock, par value $0.01 per share (“Common Stock”) reported on these cover pages by 100 shares. This Amendment No. 1 to Schedule 13G is filed solely to correct such error.
|
(2)
|
Based on 8,198,012 shares of Common Stock outstanding, as reflected in the Issuer’s November 7, 2017 Prospectus, as filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on November 8, 2017 (indicating that the total amount of Common Stock outstanding after the Issuer’s public offering of 3,100,000 shares of Common Stock, and the full exercise of the underwriters’ over-allotment option of 465,000 additional shares of Common Stock, would be 8,198,012 shares), and the Issuer’s November 10, 2017 Press Release, as filed by the Issuer with the SEC on a Form 8-K dated November 13, 2017 (indicating that the public offering had closed and the underwriters had fully exercised their option to purchase additional shares in the over-allotment).
|
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) ý
|
|
|
|||
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
|
|
|
||
421,100 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
421,100 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
421,100 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.1% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Due to a clerical error, the Schedule 13G originally filed on November 17, 2017 understated the number of shares of Common Stock reported on these cover pages by 100 shares. This Amendment No. 1 to Schedule 13G is filed solely to correct such error.
|
(2)
|
Based on 8,198,012 shares of Common Stock outstanding, as reflected in the Issuer’s November 7, 2017 Prospectus, as filed by the Issuer with the SEC on November 8, 2017 (indicating that the total amount of Common Stock outstanding after the Issuer’s public offering of 3,100,000 shares of Common Stock, and the full exercise of the underwriters’ over-allotment option of 465,000 additional shares of Common Stock, would be 8,198,012 shares), and the Issuer’s November 10, 2017 Press Release, as filed by the Issuer with the SEC on a Form 8-K dated November 13, 2017 (indicating that the public offering had closed and the underwriters had fully exercised their option to purchase additional shares in the over-allotment).
|
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) ý
|
|
|
|||
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
|
|
|
||
421,100 (1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
421,100 (1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
421,100 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.1% (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Due to a clerical error, the Schedule 13G originally filed on November 17, 2017 understated the number of shares of Common Stock reported on these cover pages by 100 shares. This Amendment No. 1 to Schedule 13G is filed solely to correct such error.
|
(2)
|
Based on 8,198,012 shares of Common Stock outstanding, as reflected in the Issuer’s November 7, 2017 Prospectus, as filed by the Issuer with the SEC on November 8, 2017 (indicating that the total amount of Common Stock outstanding after the Issuer’s public offering of 3,100,000 shares of Common Stock, and the full exercise of the underwriters’ over-allotment option of 465,000 additional shares of Common Stock, would be 8,198,012 shares), and the Issuer’s November 10, 2017 Press Release, as filed by the Issuer with the SEC on a Form 8-K dated November 13, 2017 (indicating that the public offering had closed and the underwriters had fully exercised their option to purchase additional shares in the over-allotment).
|
|
EJF CAPITAL LLC
|
|||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
|
EMANUEL J. FRIEDMAN
|
|||
|
By:
|
/s/ Emanuel J. Friedman
|
||
|
Name:
|
Emanuel J. Friedman
|
||
|
|
|
|
EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Managing Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
|
EJF CAPITAL LLC
|
|||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
|
EMANUEL J. FRIEDMAN
|
|||
|
By:
|
/s/ Emanuel J. Friedman
|
||
|
Name:
|
Emanuel J. Friedman
|
||
|
|
|
|
EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Managing Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|