Sec Form 13G Filing - EJF Capital LLC filing for Metropolitan Bank Holding Corp. (MCB) - 2022-02-11

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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 the 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).

CUSIP No. 591774104

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
			512,022
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			512,022
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	512,022
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.7% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

(1)	Based on 10,925,029 shares of common stock, par value $0.01 per share (“Common Stock”) outstanding as of December 31, 2021, as reported by the Issuer in its Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on January 20, 2022.

Metropolitan Bank Holding Corp.

99 Park Avenue

New York, New York 10016

This Amendment No. 1 to Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 1 to Schedule 13G is being filed on behalf of each of them.

The address of the principal business office of each Reporting Person is:

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

See Item 4 of the attached cover pages.

Common Stock, par value $0.01 per share (“Common Stock”)

591774104

Not Applicable.

 

 

Each of SFES, the Financial Services Fund and the Income Fund is the record owner of the number of shares of Common Stock shown on Item 9 of their respective cover pages.

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

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

EJF Capital LLC is the managing member of Sidecar SFES (and the investment manager of an affiliate thereof) and the sole member of each of EJF Financial Services GP, LLC and EJF Income GP, LLC, and may be deemed to share beneficial ownership of the shares of Common Stock of which such entities may share beneficial ownership.  EJF Capital LLC also serves as an investment adviser to accounts that are the record owners of shares of Common Stock, and may be deemed to share beneficial ownership of such shares of Common Stock.

Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares of Common Stock over which EJF Capital LLC may share beneficial ownership.

 

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 [X].

Not Applicable.    

 

Not Applicable.

Not Applicable.

 

Not Applicable.

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
	By:	/s/ Emanuel J. Friedman
		Name:	Emanuel J. Friedman

	EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
	By:	EJF CAPITAL LLC
	Its:	Managing Member
	By:	/s/ David Bell
		Name:	David Bell
		Title:	General Counsel

	EJF FINANCIAL SERVICES FUND, LP
	By:	EJF FINANCIAL SERVICES GP, LLC
	Its:	General Partner
	By:	EJF CAPITAL LLC
	Its:	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 Sidecar Fund, Series LLC – Small Financial Equities Series, a Delaware separate series limited liability company, EJF Financial Services Fund, LP, a Delaware limited partnership, EJF Financial Services GP, LLC, a Delaware limited liability company, and EJF Income Fund, LP, a Delaware limited partnership, and EJF Income GP, LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Amendment No. 1 to 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:  February 11, 2022