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FBMS First Bancshares Inc Miss

Filed: 14 Sep 21, 5:30pm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)



 
The First Bancshares, Inc.
(Name of Issuer)
 
Common Stock, par value $1.00 per share
(Title of Class of Securities)
 
 
318916103
(CUSIP Number)
 
 September 14, 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 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).
 

 

 
1NAMES OF REPORTING PERSONS  
 
EJF Capital LLC
  
  
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
(a)
  
(b)☒  
3SEC USE ONLY  
   
  
4CITIZENSHIP OR PLACE OF ORGANIZATION  
 
Delaware
  
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5SOLE VOTING POWER  
 0  
  
6SHARED VOTING POWER  
 
1,290,530
  
  
7SOLE DISPOSITIVE POWER  
 
0
  
  
8SHARED DISPOSITIVE POWER  
 
1,290,530
  
  
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 
1,290,530
  
  
10CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
  
  
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
 
6.1% (1)
  
  
12TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
 IA  
  
 
(1)
Based on 21,020,397 shares of common stock, par value $1.00 per share (“Common Stock”) outstanding as of August 2, 2021, based on the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on August 9, 2021.


1NAMES OF REPORTING PERSONS  
 
Emanuel J. Friedman
  
  
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
(a)
  
(b)☒  
3SEC USE ONLY  
   
  
4CITIZENSHIP OR PLACE OF ORGANIZATION  
 
United States
  
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5SOLE VOTING POWER  
 0  
  
6SHARED VOTING POWER  
 
1,290,530
  
  
7SOLE DISPOSITIVE POWER  
 0  
  
8SHARED DISPOSITIVE POWER  
 
1,290,530
  
  
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 
1,290,530
  
  
10CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
  
  
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
 6.1% (1)
  
  
12TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
 IN  
  


(1)
Based on 21,020,397 shares of Common Stock outstanding as of August 2, 2021, based on the Form 10-Q filed by the Issuer with the SEC on August 9, 2021.



1NAMES OF REPORTING PERSONS  
 
EJF Debt Opportunities Master Fund, L.P.
  
  
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
(a)
  
(b)☒  
3SEC USE ONLY  
   
  
4CITIZENSHIP OR PLACE OF ORGANIZATION  
 
Cayman Islands
  
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5SOLE VOTING POWER  
 0  
  
6SHARED VOTING POWER  
 
1,112,043
  
  
7SOLE DISPOSITIVE POWER  
 0  
  
8SHARED DISPOSITIVE POWER  
 
1,112,043
  
  
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 
1,112,043
  
  
10CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
  
  
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
 
5.3% (1)
  
  
12TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
 PN  
  


(1)
Based on 21,020,397 shares of Common Stock outstanding as of August 2, 2021, based on the Form 10-Q filed by the Issuer with the SEC on August 9, 2021.



1NAMES OF REPORTING PERSONS  
 
EJF Debt Opportunities GP, LLC
  
  
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
(a)
  
(b)☒  
3SEC USE ONLY  
   
  
4CITIZENSHIP OR PLACE OF ORGANIZATION  
 
Delaware
  
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5SOLE VOTING POWER  
 0  
  
6SHARED VOTING POWER  
 
1,112,043
  
  
7SOLE DISPOSITIVE POWER  
 0  
  
8SHARED DISPOSITIVE POWER  
 
1,112,043
  
  
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 
1,112,043
  
  
10CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
  
  
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
 
5.3% (1)
  
  
12TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
 OO  
  


(1)
Based on 21,020,397 shares of Common Stock outstanding as of August 2, 2021, based on the Form 10-Q filed by the Issuer with the SEC on August 9, 2021.



1NAMES OF REPORTING PERSONS  
 
EJF Financial Services Fund, LP
  
  
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
(a)
  
(b)☒  
3SEC USE ONLY  
   
  
4CITIZENSHIP OR PLACE OF ORGANIZATION  
 
Delaware
  
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5SOLE VOTING POWER  
 0  
  
6SHARED VOTING POWER  
 
74,911
  
  
7SOLE DISPOSITIVE POWER  
 0  
  
8SHARED DISPOSITIVE POWER  
 
74,911
  
  
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 
74,911
  
  
10CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
  
  
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
 
0.4% (1)
  
  
12TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
 PN  
  


(1)
Based on 21,020,397 shares of Common Stock outstanding as of August 2, 2021, based on the Form 10-Q filed by the Issuer with the SEC on August 9, 2021.



1NAMES OF REPORTING PERSONS  
 
EJF Financial Services GP, LLC
  
  
2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
(a)
  
(b)☒  
3SEC USE ONLY  
   
  
4CITIZENSHIP OR PLACE OF ORGANIZATION  
 
Delaware
  
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5SOLE VOTING POWER  
 0  
  
6SHARED VOTING POWER  
 
74,911
  
  
7SOLE DISPOSITIVE POWER  
 0  
  
8SHARED DISPOSITIVE POWER  
 
74,911
  
  
9AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 
74,911
  
  
10CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  
  
  
11PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
 
0.4% (1)
  
  
12TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
 OO  
  


(1)
Based on 21,020,397 shares of Common Stock outstanding as of August 2, 2021, based on the Form 10-Q filed by the Issuer with the SEC on August 9, 2021.


Item 1(a).Name of Issuer:

The First Bancshares, Inc.
 
 
Item 1(b).Address of Issuer's Principal Executive Offices:

6480 U.S. Highway 98 West, Suite A 
HattiesburgMississippi  39402
 

Item 2(a).Name of Person Filing:

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

(i)
  EJF Capital LLC;
(ii)
  Emanuel J. Friedman;
(iii)
(iv)
(v)
(vi)
  EJF Debt Opportunities Master Fund, L.P. (the “Debt Fund”);
  EJF Debt Opportunities GP, LLC
  EJF Financial Services Fund, LP (the “Financial Services Fund”);
  EJF Financial Services GP, LLC;
  
*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.

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:

Common stock, par value $1.00 per share (“Common Stock”)
 
 
Item 2(e).CUSIP Number:

318916103
 


Item 3.If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
 
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 the 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 of:

          See Item 7 of the attached cover pages.

 (iv)Shared power to dispose or to direct the disposition of:
 
          See Item 8 of the attached cover pages.


Each of the Debt Fund and the Financial Services Fund is the record owner of the number of shares of Common Stock shown on Item 9 of its respective cover page.

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 Common Stock of which the Debt Fund is the record owner.  

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 Capital LLC is the sole member of each of EJF Debt Opportunities GP and EJF Financial Services 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 separately manages accounts holding shares of Common Stock and may be deemed to share beneficial ownership of the 103,576 shares of Common Stock of which the managed accounts, in the aggregate, are the record owners.

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 of which EJF Capital LLC may share beneficial ownership.

 
Item 5.Ownership of Five Percent or Less of a Class.

Not Applicable.


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 acquired and are held in the ordinary course of business and 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: September 14, 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:Sole Member
    
  By:  /s/ David Bell
   Name: David Bell
   Ttle:General Counsel
 
 
EJF DEBT OPPORTUNITIES GP, LLC
 
 By:
EFJ CAPITAL LLC
 Its:
Sole 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
   Ttle:General Counsel

 
EJF FINANCIAL SERVICES GP, LLC
 
 By:
EFJ 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 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 Financial Services Fund, LP, a Delaware limited partnership, and EJF Financial Services 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:  September 14, 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:
Its:
EJF DEBT OPPORTUNITIES GP, LLC
General Partner
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ David Bell
 
Name:
David Bell
 
Title:
General Counsel
 

 
EJF DEBT OPPORTUNITIES GP, LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ David Bell
 
Name:
David Bell
 
Title:
General Counsel
 
  
 
 
EJF FINANCIAL SERVICES FUND, LP
 
 
By:
Its:
EJF FINANCIAL SERVICES GP, LLC
General Partner
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ David Bell
 
Name:
David Bell
 
Title:
General Counsel

 
 
EJF FINANCIAL SERVICES GP, LLC
 
 
By:
Its:
EJF CAPITAL LLC
Sole Member
 
 
By:
/s/ David Bell
 
Name:
David Bell
 
Title:
General Counsel