CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 2 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt Companies Equity Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
|
14
|
TYPE OF REPORTING PERSON
HC
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 3 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HCH Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
|
14
|
TYPE OF REPORTING PERSON
HC
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 4 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt Financial Securities, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 5 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt FS Holdings II, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
|
14
|
TYPE OF REPORTING PERSON
HC
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 6 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt FS Holdings I, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 7 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt FS Holdings, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 8 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt Company, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 9 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt Companies, Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
2,249,901
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
2,249,901
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,901
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 10 of 14
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Christopher Hunt
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
37,500
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
37,500
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,500
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 11 of 14
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 12 of 14
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 13 of 14
|
Exhibit 99.1.
|
||
Exhibit 99.6.
|
CUSIP No. 33830W106
|
SCHEDULE 13D |
Page 14 of 14
|
Dated: June 4, 2018
|
HUNT COMPANIES EQUITY HOLDINGS, LLC
|
|||
|
|
|||
|
By:
|
/s/ Kara Harchuck | ||
|
|
Name:
|
Kara Harchuck | |
|
|
Title:
|
Executive Vice President | |
Dated: June 4, 2018
|
HCH HOLDINGS, LLC
|
|||
|
|
|||
|
By:
|
/s/ Kara Harchuck | ||
|
|
Name:
|
Kara Harchuck | |
|
|
Title:
|
Executive Vice President | |
Dated: June 4, 2018
|
HUNT FINANCIAL SECURITIES, LLC
|
|||
|
|
|||
|
By:
|
/s/ John D. Nielsen | ||
|
|
Name:
|
John D. Nielsen | |
|
|
Title:
|
General Counsel | |
Dated: June 4, 2018
|
HUNT FS HOLDINGS II, LLC
|
|||
|
|
|||
|
By:
|
/s/ Kara Harchuck | ||
|
|
Name:
|
Kara Harchuck | |
Title: | Executive Vice President | |||
Dated: June 4, 2018 |
HUNT FS HOLDINGS I, LLC
|
|||
|
By:
|
/s/ Kara Harchuck | ||
Name: | Kara Harchuck | |||
Title: | Executive Vice President | |||
Dated: June 4, 2018 |
HUNT FS HOLDINGS, LLC
|
|||
By: | /s/ Kara Harchuck | |||
|
|
Name:
|
Kara Harchuck | |
|
|
Title:
|
Executive Vice President | |
Dated: June 4, 2018
|
HUNT COMPANY, LLC
|
|||
|
|
|||
|
By:
|
/s/ Kara Harchuck | ||
|
|
Name:
|
Kara Harchuck | |
|
|
Title:
|
Manager | |
Dated: June 4, 2018
|
HUNT COMPANIES, INC.
|
|||
|
|
|||
|
By:
|
/s/ Kara Harchuck | ||
|
|
Name:
|
Kara Harchuck | |
|
|
Title:
|
Executive Vice President |
Dated: June 4, 2018 | /s/ Paul Donnelly | |||
James Christopher Hunt
|
||||
By: |
Paul Donnelly, Attorney-in-Fact
|
Name
|
Present Principal Occupation
|
Woodley L. Hunt
|
Executive Chairman of HCI
|
Marion L. Hunt
|
Director of HCI
|
James C. Hunt
|
Chief Executive Officer, President and Chief Investment Officer of HCI
|
Joshua W. Hunt
|
Executive Vice President of HCI
|
Eileen Byrne
|
Advisor at Byrne Partners, LLC
|
Michael Giliberto
|
Owner of S. Michael Giliberto & Co., Inc.; Adjunct professor at Columbia University’s Graduate School of Business
|
James K. Hunt
|
Consultant at Tournament Capital Advisors, LLC
|
James L. Lozier
|
Director of HCI
|
Laura Cox Kaplan
|
Adjunct Professor at American University
|
Clinton E. Wolf, Jr.
|
Partner at Kemp Smith LLP
|
Kara Harchuck
|
Executive Vice President and General Counsel of HCI
|
Clay Parker
|
Executive Vice President and Chief Financial Officer of HCI
|
Daniel Singer
|
Executive Vice President of HCI
|
|
HUNT COMPANIES EQUITY HOLDINGS, LLC
|
|||
|
|
|||
|
By:
|
/s/ Kara Harchuck | ||
|
|
Name:
|
Kara Harchuck | |
|
|
Title:
|
Executive Vice President | |
|
HCH HOLDINGS, LLC
|
|||
|
|
|||
|
By:
|
/s/ Kara Harchuck | ||
|
|
Name:
|
Kara Harchuck | |
|
|
Title:
|
Executive Vice President | |
|
HUNT FINANCIAL SECURITIES, LLC
|
|||
|
|
|||
|
By:
|
/s/ John D. Nielsen | ||
|
|
Name:
|
John D. Nielsen | |
|
|
Title:
|
General Counsel | |
|
HUNT FS HOLDINGS II, LLC
|
|||
|
|
|||
|
By:
|
/s/ Kara Harchuck | ||
|
|
Name:
|
Kara Harchuck | |
|
|
Title:
|
Executive Vice President | |
|
HUNT FS HOLDINGS I, LLC
|
|||
|
|
|||
|
By:
|
/s/ Kara Harchuck | ||
|
|
Name:
|
Kara Harchuck | |
|
|
Title:
|
Executive Vice President | |
HUNT FS HOLDINGS, LLC
|
||||
By: | /s/ Kara Harchuck | |||
Name: | Kara Harchuck | |||
Title: | Executive Vice President | |||
|
HUNT COMPANY, LLC
|
|||
|
|
|||
|
By:
|
/s/ Kara Harchuck | ||
|
|
Name:
|
Kara Harchuck | |
|
|
Title:
|
Manager | |
|
HUNT COMPANIES, INC.
|
|||
|
|
|||
|
By:
|
/s/ Kara Harchuck | ||
|
|
Name:
|
Kara Harchuck | |
|
|
Title:
|
Executive Vice President |
/s/ Paul Donnelly | ||||
James Christopher Hunt
|
||||
By: |
Paul Donnelly, Attorney-in-Fact
|