Civista Bancshares, Inc.
|
Common Stock, no par value
|
319459202
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December 31, 2015
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CUSIP No. 319459202
|
13G
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|
1
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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 (SEE INSTRUCTIONS) |
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
707,573 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
707,573 (1)
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,573 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% (1)(2)
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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(1)
|
Reflects 707,573 shares of Common Stock, no par value ("Common Stock") that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon conversion of 221,331 shares of the Issuer's 6.50% non-cumulative redeemable convertible perpetual preferred shares, Series B ("Preferred Stock") of which it is the record owner, at a ratio of 3.1969 shares of Common Stock for each share of Preferred Stock. See Item 4.
|
(2)
|
Based on 7,843,578 shares of Common Stock outstanding as of December 31, 2015, as reported by the Issuer in its Form 8-K filed with the SEC on January 22, 2016, together with the 707,573 shares of Common Stock that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon conversion of the Preferred Stock of which it is the record owner.
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CUSIP No. 319459202
|
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 (SEE INSTRUCTIONS) |
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
707,573 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
707,573 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,573 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% (1)(2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
(1)
|
Reflects 707,573 shares of Common Stock that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon conversion of 221,331 shares of Preferred Stock, of which it is the record owner, at a ratio of 3.1969 shares of Common Stock for each share of Preferred Stock. See Item 4.
|
(2)
|
Based on 7,843,578 shares of Common Stock outstanding as of December 31, 2015, as reported by the Issuer in its Form 8-K filed with the SEC on January 22, 2016, together with the 707,573 shares of Common Stock that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon conversion of the Preferred Stock of which it is the record owner.
|
CUSIP No. 319459202
|
13G
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Financial Opportunities Master Fund, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
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) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 319459202
|
13G
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Financial Opportunities GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
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) o
|
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. 319459202
|
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 (SEE INSTRUCTIONS) |
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
707,573 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
707,573 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,573 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% (1)(2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
(1)
|
Reflects 707,573 shares of Common Stock that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon conversion of 221,331 shares of Preferred Stock, of which it is the record owner, at a ratio of 3.1969 shares of Common Stock for each share of Preferred Stock. See Item 4.
|
(2)
|
Based on 7,843,578 shares of Common Stock outstanding as of December 31, 2015, as reported by the Issuer in its Form 8-K filed with the SEC on January 22, 2016, together with the 707,573 shares of Common Stock that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon conversion of the Preferred Stock of which it is the record owner.
|
CUSIP No. 319459202
|
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 (SEE INSTRUCTIONS) |
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
707,573 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
707,573 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,573 (1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3% (1)(2)
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(1)
|
Reflects 707,573 shares of Common Stock that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon conversion of 221,331 shares of Preferred Stock, of which it is the record owner, at a ratio of 3.1969 shares of Common Stock for each share of Preferred Stock. See Item 4.
|
(2)
|
Based on 7,843,578 shares of Common Stock outstanding as of December 31, 2015, as reported by the Issuer in its Form 8-K filed with the SEC on January 22, 2016, together with the 707,573 shares of Common Stock that EJF Financial Services Fund, LP has the right to obtain, within 60 days, upon conversion of the Preferred Stock of which it is the record owner.
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(i)
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EJF Capital LLC;
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(ii)
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Emanuel J. Friedman;
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(iii)
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EJF Financial Opportunities Master Fund, LP (the “Financial Opportunities Fund”);
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(iv)
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EJF Financial Opportunities GP, LLC;
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(v)
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EJF Financial Services Fund, LP (the “Financial Srevices Fund”); and
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(vi)
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EJF Financial Services GP, LLC.
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(a)
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Amount beneficially owned:
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See Item 9 of the attached cover pages.
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(b)
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Percent of class:
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See Item 11 of the attached cover pages.
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(c)
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Number of shares as to which such person has:
|
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(i)
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Sole power to vote or to direct the vote:
|
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See Item 5 of the attached cover pages.
|
||
(ii)
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Shared power to vote or to direct the vote:
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See Item 6 of the attached cover pages.
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||
(iii)
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Sole power to dispose or to direct the disposition:
|
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See Item 7 of the attached cover pages.
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||
(iv)
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Shared power to dispose or to direct the disposition:
|
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See Item 8 of the attached cover pages.
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EJF CAPITAL LLC
|
|||
By:
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/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
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Chief Operating Officer
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EMANUEL J. FRIEDMAN
|
|||
By:
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/s/ Emanuel J. Friedman
|
||
Name:
|
Emanuel J. Friedman
|
||
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EJF FINANCIAL OPPORTUNITIES MASTER FUND, LP
|
|||
By:
Its:
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EJF FINANCIAL OPPORTUNITIES GP, LLC
General Partner |
||
By:
Its:
|
EJF CAPITAL LLC
Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL OPPORTUNITIES GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
By:
Its:
|
EJF FINANCIAL SERVICES GP, LLC
General Partner |
||
By:
Its:
|
EJF CAPITAL LLC
Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL SERVICES GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Sole 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 FINANCIAL OPPORTUNITIES MASTER FUND, LP
|
|||
By:
Its:
|
EJF FINANCIAL OPPORTUNITIES GP, LLC
General Partner |
||
By:
Its:
|
EJF CAPITAL LLC
Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL OPPORTUNITIES GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
By:
Its:
|
EJF FINANCIAL SERVICES GP, LLC
General Partner |
||
By:
Its:
|
EJF CAPITAL LLC
Sole Member |
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|
EJF FINANCIAL SERVICES GP, LLC
|
|||
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
||
By:
|
/s/ Neal J. Wilson
|
||
Name:
|
Neal J. Wilson
|
||
Title:
|
Chief Operating Officer
|