SCHEDULE 13G

Under the Securities Exchange Act of 1934

(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)

ý 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).

 

 

 

1	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
	(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
			9,488,659
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			9,488,659
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,488,659
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.1% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

 

 

(1)

Based upon 176,000,000 shares of Class A common stock outstanding following the issuer's initial public offering (according to the Form 8-K filed by the issuer with the Securities and Exchange Commission on October 26, 2015), plus 9,488,659 shares of Class A common stock that Beltway Strategic Opportunities Fund, L.P., EJF Debt Opportunities Master Fund, L.P., and EJF Debt Opportunities Master Fund II, LP, collectively and as described herein, have the right to obtain, within 60 days, upon the conversion of Class B common stock of which those entities are the record owner.  See Item 4.

 

 

 

 

CUSIP No. 32008D106

13G

 

(1)

Based upon 176,000,000 shares of Class A common stock outstanding following the issuer's initial public offering (according to the Form 8-K filed by the issuer with the Securities and Exchange Commission on October 26, 2015), plus 9,488,659 shares of Class A common stock that Beltway Strategic Opportunities Fund, L.P., EJF Debt Opportunities Master Fund, L.P., and EJF Debt Opportunities Master Fund II, LP, collectively and as described herein, have the right to obtain, within 60 days, upon the conversion of Class B common stock of which those entities are the record owner.  See Item 4.

 

 

 

CUSIP No. 32008D106

13G

 

 

(1)

Based upon 176,000,000 shares of Class A common stock outstanding following the issuer's initial public offering (according to the Form 8-K filed by the issuer with the Securities and Exchange Commission on October 26, 2015), plus 1,138,639 shares of Class A common stock that Beltway Strategic Opportunities Fund, L.P. has the right to obtain, within 60 days, upon the conversion of Class B common stock of which it is the record owner.  See Item 4.

 

 

CUSIP No. 32008D106

13G

 

(1)

Based upon 176,000,000 shares of Class A common stock outstanding following the issuer's initial public offering (according to the Form 8-K filed by the issuer with the Securities and Exchange Commission on October 26, 2015), plus 1,138,639 shares of Class A common stock that Beltway Strategic Opportunities Fund, L.P. has the right to obtain, within 60 days, upon the conversion of Class B common stock of which it is the record owner.  See Item 4.

 

 

CUSIP No. 32008D106

13G

 

(1)

Based upon 176,000,000 shares of Class A common stock outstanding following the issuer's initial public offering (according to the Form 8-K filed by the issuer with the Securities and Exchange Commission on October 26, 2015), plus 6,072,742 shares of Class A common stock that EJF Debt Opportunities Master Fund, L.P. has the right to obtain, within 60 days, upon the conversion of Class B common stock of which it is the record owner.  See Item 4.

 

 

 

 

CUSIP No. 32008D106

13G

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			6,072,742
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			6,072,742
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,072,742
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.3% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

(1)

Based upon 176,000,000 shares of Class A common stock outstanding following the issuer's initial public offering (according to the Form 8-K filed by the issuer with the Securities and Exchange Commission on October 26, 2015), plus 6,072,742 shares of Class A common stock that EJF Debt Opportunities Master Fund, L.P. has the right to obtain, within 60 days, upon the conversion of Class B common stock of which it is the record owner.  See Item 4.

 

 

 

 

CUSIP No. 32008D106

13G

(1)

Based upon 176,000,000 shares of Class A common stock outstanding following the issuer's initial public offering (according to the Form 8-K filed by the issuer with the Securities and Exchange Commission on October 26, 2015), plus 2,277,278 shares of Class A common stock that EJF Debt Opportunities Master Fund II, LP has the right to obtain, within 60 days, upon the conversion of Class B common stock of which it is the record owner.  See Item 4.

 

 

 

CUSIP No. 32008D106

13G

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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
			2,277,278
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,277,278
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,277,278
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

(1)

Based upon 176,000,000 shares of Class A common stock outstanding following the issuer's initial public offering (according to the Form 8-K filed by the issuer with the Securities and Exchange Commission on October 26, 2015), plus 2,277,278 shares of Class A common stock that EJF Debt Opportunities Master Fund II, LP has the right to obtain, within 60 days, upon the conversion of Class B common stock of which it is the record owner.  See Item 4.

 

First Data Corporation

225 Liberty Street, 29th Floor

New York, New York 10281

This 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 Schedule 13G is being filed on behalf of each of them.

 

EJF Debt Opportunities Master Fund, L.P.

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

EJF Debt Opportunities GP, LLC

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

EJF Debt Opportunities Master Fund II, LP

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

EJF Debt Opportunities II GP, LLC

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

 

Beltway Strategic Opportunities Fund, L.P.

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

EJF Beltway Strategic Opportunities GP, LLC

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

See Item 4 of the attached cover pages.

Class A, common stock, par value $0.01 per share ("Class A Common Stock")

32008D106

Not Applicable.

Each of EJF Debt Opportunities Master Fund, L.P., EJF Debt Opportunities Master Fund II, LP, and Beltway Strategic Opportunities Fund L.P. (collectively, the "Record Owners") is the record owner of shares of Class B Common Stock that, upon receiving the consent of First Data Corporation, are convertible into the number of shares of Class A Common Stock shown on item 9 of their respective cover pages.  On October 23, 2015, the Record Owners requested that First Data Corporation provide its consent to such conversion and First Data Corporation provided such consent.  As a result, as of October 23, 2015, each of the Record Owners may be deemed to beneficially own the number of shares of Class A Common Stock shown on item 9 of their respective cover pages.

EJF Debt Opportunities GP, LLC serves as the general partner of EJF Debt Opportunities Master Fund, L.P. and as investment manager of an affiliate thereof, and may be deemed to share beneficial ownership of the shares of Class A Common Stock that may be deemed to be beneficially owned by EJF Debt Opportunities Master Fund, L.P.  EJF Debt Opportunities II GP, LLC serves as the general partner of EJF Debt Opportunities Master Fund II, LP and as investment manager of an affiliate thereof, and may be deemed to share beneficial ownership of the shares of Class A Common Stock that may be deemed to be beneficially owned by EJF Debt Opportunities Master Fund II, LP.  EJF Beltway Strategic Opportunities GP LLC serves as the general partner of Beltway Strategic Opportunities Fund L.P. and may be deemed to share beneficial ownership of the shares of Class A Common Stock that may be deemed to be beneficially owned by Beltway Strategic Opportunities Fund L.P.

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

 

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.

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:  October 30, 2015

 

	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 DEBT OPPORTUNITIES MASTER FUND, L.P.
	By: Its:	EJF DEBT OPPORTUNITIES GP, LLC General Partner
	By: Its:	EJF CAPITAL LLC Manager and Sole Member
	By:	/s/ Neal J. Wilson
		Name:	Neal J. Wilson
		Title:	Chief Operating Officer

	EJF DEBT OPPORTUNITIES GP, LLC
	By: Its:	EJF CAPITAL LLC Manager and Sole Member
	By:	/s/ Neal J. Wilson
		Name:	Neal J. Wilson
		Title:	Chief Operating Officer

	EJF DEBT OPPORTUNITIES MASTER FUND II, LP
	By: Its:	EJF DEBT OPPORTUNITIES II GP, LLC General Partner
	By: Its:	EJF CAPITAL LLC Manager and Sole Member
	By:	/s/ Neal J. Wilson
		Name:	Neal J. Wilson
		Title:	Chief Operating Officer

	EJF DEBT OPPORTUNITIES II GP, LLC
	By: Its:	EJF CAPITAL LLC Manager and Sole Member
	By:	/s/ Neal J. Wilson
		Name:	Neal J. Wilson
		Title:	Chief Operating Officer

	BELTWAY STRATEGIC OPPORTUNITIES FUND L.P.
	By: Its:	EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC General Partner
	By: Its:	EJF CAPITAL LLC Manager and Sole Member
	By:	/s/ Neal J. Wilson
		Name:	Neal J. Wilson
		Title:	Chief Operating Officer

	EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
	By: Its:	EJF CAPITAL LLC Manager and Sole Member
	By:	/s/ Neal J. Wilson
		Name:	Neal J. Wilson
		Title:	Chief Operating Officer

 

 

 

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, EJF Debt Opportunities II GP, LLC, a Delaware limited liability company, Beltway Strategic Opportunities Fund L.P., an exempted limited partnership organized under the laws of the Cayman Islands, and EJF Beltway Strategic Opportunities 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:  October 30, 2015