SEC Form 3 · accession 0001140361-18-008338
PARKE BANCORP, INC. · PKBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.10 per share ("Common Stock")F1,F2 | holding | — | — | — | 150,000 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred StockF1,F2,F3 | — | holding | — | — | — | — | — | Common Stock | 619,757 | — | I |
Explanation of responses
- F1This statement is being filed by EJF Capital LLC, Emanuel J. Friedman, EJF Financial Services Fund, LP and EJF Financial Services GP, LLC (the "Reporting Persons"). As a result of the acquisition of shares of common stock, par value $0.10 per share ("Common Stock") by EJF Financial Services Fund, LP on October 28, 2016, it became the record owner of 150,000 shares of Common Stock. On such date it was also the record owner of 5,997 shares of 6.00% noncumulative perpetual convertible preferred stock, Series B ("Preferred Stock") that were convertible, at any time at its election, into 619,757 shares of Common Stock. Emanuel J. Friedman is the controlling member of EJF Capital LLC, which is the sole member of EJF Financial Services GP, LLC, which is the general partner of EJF Financial Services Fund, LP and an investment manager of certain affiliates thereof.
- F2The Reporting Persons disclaim beneficial ownership of all shares of Common Stock except to the extent of their pecuniary interest in such shares, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3At the time of the acquisition prompting this filing, a share of Preferred Stock reported in Table II was convertible, at any time at the holder's election, into the number of shares of Common Stock shown in column 3 based on a conversion ratio of 103.3446 shares of Common Stock for each share of Preferred Stock. The shares are convertible at any time into shares of Common Stock and have no expiration date.
Remarks
This Form 3 is being filed late because, on October 28, 2016, which is the date of the acquisition of shares of Common Stock resulting in the Reporting Persons becoming subject to Section 16, the Reporting Persons believed that the 5,997 shares of Preferred Stock beneficially owned by them on such date were convertible into 563,415 shares of Common Stock, which would have resulted in their having beneficial ownership, as determined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of 9.6% of the outstanding shares of Common Stock. However, as a result of a stock dividend announced by the Issuer on April 19, 2016, the conversion ratio of one share of Preferred Stock had been adjusted, which the Issuer subsequently announced in its Form 10-K filed with the SEC on March 17, 2017, and, as a result, such 5,997 shares of Preferred Stock were convertible at that time into 619,757 shares of Common Stock, resulting in the Reporting Persons having beneficial ownership, as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of 10.3% of the outstanding shares of Common Stock. Although the Reporting Persons have not engaged in any transactions in the shares of Common Stock or Preferred Stock since October 28, 2016, the Reporting Persons have ceased to beneficially own more than 10% of the outstanding shares of Common Stock as a result of an increase in the number of outstanding shares of Common Stock.