Sec Form 13G Filing - EJF Capital LLC @ Kadem Sustainable Impact Corp

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Kadem Sustainable Impact Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

48284E204**

(CUSIP Number)

March 17, 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 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).

** See Item 2(e).

CUSIP No. 48284E204

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
			315,446

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			315,446

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	315,446

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)
	IA

(1)	Based on 17,500,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) outstanding as of March 19, 2021, as reflected in the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on March 25, 2021.

CUSIP No. 48284E204

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
			315,446

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			315,446

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	315,446

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)
	IN

(1)	Based on 17,500,000 shares of Class A Common Stock outstanding as of March 19, 2021, as reflected in the Form 8-K filed by the Issuer with the SEC on March 25, 2021.

CUSIP No. 48284E204

13G

1	NAMES OF REPORTING PERSONS
	EJF Debt Opportunities Master Fund, L.P.

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
			243,163

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			243,163

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	243,163

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.4% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Based on 17,500,000 shares of Class A Common Stock outstanding as of March 19, 2021, as reflected in the Form 8-K filed by the Issuer with the SEC on March 25, 2021.

CUSIP No. 48284E204

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


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
			243,163

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			243,163

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	243,163

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.4% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Based on 17,500,000 shares of Class A Common Stock outstanding as of March 19, 2021, as reflected in the Form 8-K filed by the Issuer with the SEC on March 25, 2021.

CUSIP No. 48284E204

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
			72,283

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			72,283

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	72,283

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.4% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Based on 17,500,000 shares of Class A Common Stock outstanding as of March 19, 2021, as reflected in the Form 8-K filed by the Issuer with the SEC on March 25, 2021.

CUSIP No. 48284E204

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
			72,283

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			72,283

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	72,283

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.4% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Based on 17,500,000 shares of Class A Common Stock outstanding as of March 19, 2021, as reflected in the Form 8-K filed by the Issuer with the SEC on March 25, 2021.

Item 1. (a) Name of Issuer

Kadem Sustainable Impact Corp.

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

152 West 57th St, 52nd Floor

New York, NY 10019

Item 2. (a) Name of Person Filing

This 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. (the “Debt Fund”);

(iv) EJF Debt Opportunities GP, LLC;

(v) EJF Debt Opportunities Master Fund II, LP (the “Debt Fund II”); and

(vi) EJF Debt Opportunities II GP, LLC

*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this 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

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

Item 2. (e) CUSIP Number

As of the date of this filing, a CUSIP number for the Issuer’s Class A Common Stock is not available. The CUSIP number for the Issuer’s units is 48284E204.

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:

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 the Debt Fund and the Debt Fund II is the beneficial owner of the Class A Common Stock shown on Item 9 of its respective cover page, in each case as a result of owning an equivalent number of the Issuer’s Units, each of which consists of one share of Class A Common Stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock on the terms set forth in the warrant agreement governing the warrants, and will become exercisable upon the later of 30 days after the completion of the Issuer’s initial business combination and 12 months from the closing of the Issuer’s initial public offering and will expire five years after the completion of the Initial Business Combination (as defined in the Issuer’s March 18, 2021 prospectus) or earlier upon redemption or liquidation.

EJF Debt Opportunities GP, LLC is the general partner of the Debt Fund and an investment manager of certain affiliates thereof and may be deemed to share beneficial ownership of the Class A Common Stock of which the Debt Fund is the record owner.

EJF Debt Opportunities II GP, LLC is the general partner of the Debt Fund II and an investment manager of an affiliate thereof and may be deemed to share beneficial ownership of the Class A Common Stock of which the Debt Fund II is the record owner.

EJF Capital LLC is the sole member and manager of EJF Debt Opportunities GP, LLC, and EJF Debt Opportunities II GP, LLC and may be deemed to share beneficial ownership of the Class A Common Stock of which such entities may share beneficial ownership.

Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the Class A Common Stock of 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 ☒.

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: March 29, 2021

	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:	EJF DEBT OPPORTUNITIES GP, LLC
	Its:	General Partner

	By:	EJF CAPITAL LLC
	Its:	Manager and Sole Member

	By:	/s/ David Bell
		Name: David Bell
		Title: General Counsel

	EJF DEBT OPPORTUNITIES GP, LLC

	By:	EJF CAPITAL LLC
	Its:	Manager and Sole Member

	By:	/s/ David Bell
		Name: David Bell
		Title: General Counsel

	EJF DEBT OPPORTUNITIES MASTER FUND II, LP

	By:	EJF DEBT OPPORTUNITIES II GP, LLC
	Its:	General Partner

	By:	EJF CAPITAL LLC
	Its:	Manager and Sole Member

	By:	/s/ David Bell
		Name: David Bell
		Title: General Counsel

	EJF DEBT OPPORTUNITIES II GP, LLC

	By:	EJF CAPITAL LLC
	Its:	Manager and 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 Debt Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF Debt Opportunities Master Fund II, LP, an exempted limited partnership organized under the laws of the Cayman Islands, and EJF Debt Opportunities II GP, LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this 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: March 29, 2021

	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:	EJF DEBT OPPORTUNITIES GP, LLC
	Its:	General Partner

	By:	EJF CAPITAL LLC
	Its:	Manager and Sole Member

	By:	/s/ David Bell
		Name: David Bell
		Title: General Counsel

	EJF DEBT OPPORTUNITIES GP, LLC

	By:	EJF CAPITAL LLC
	Its:	Manager and Sole Member

	By:	/s/ David Bell
		Name: David Bell
		Title: General Counsel

	EJF DEBT OPPORTUNITIES MASTER FUND II, LP

	By:	EJF DEBT OPPORTUNITIES II GP, LLC
	Its:	General Partner

	By:	EJF CAPITAL LLC
	Its:	Manager and Sole Member

	By:	/s/ David Bell
		Name: David Bell
		Title: General Counsel

	EJF DEBT OPPORTUNITIES II GP, LLC

	By:	EJF CAPITAL LLC
	Its:	Manager and Sole Member

	By:	/s/ David Bell
		Name: David Bell
		Title: General Counsel

Sec Form 13G Filing - EJF Capital LLC filing for Kadem Sustainable Impact Corp (KSI) - 2021-03-29