FBR & Co. (FBRC): Voce Capital Files a Definitive Proxy Statement

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

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d -1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO 
§ 240.13d -2(a)
(Amendment No. 5)*

FBR & Co.
(Name of
Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

30247C400
(CUSIP Number)

MARK SHAMIA
VOCE CAPITAL MANAGEMENT LLC

600 Montgomery Street, Suite 210
San Francisco, California
94111
(415) 489-2600
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)

May 6, 2016
(Date of Event Which Requires
Filing of This Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box. [   ]

Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
§ 240.13d -7 for other parties to whom copies are to be sent.

The information required on 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. 30247C400

CUSIP No. 30247C400

CUSIP No. 30247C400

EXPLANATORY NOTE

This Amendment No. 5 to Schedule 13D (the Amendment) is being
filed with respect to the beneficial ownership of Voce Capital Management LLC,
Voce Capital LLC and J. Daniel Plants (the Reporting Persons). This Amendment
supplements the Schedule 13D as previously filed on July 7, 2015 (as amended,
the Schedule 13D). Each Item below amends and supplements the information
disclosed under the corresponding Item of Schedule 13D. Unless otherwise
indicated herein, capitalized terms used but not defined in this Amendment shall
have the same meaning herein as are ascribed to such terms in Schedule 13D.

Item 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended and restated in its entirety as
follows:

The Reporting Persons acquired the shares of Common Stock for
investment purposes because they believed that the shares, when purchased, were
undervalued and represented an attractive investment opportunity. The Reporting
Persons believe that the Issuer can create significant value for its
shareholders through enhancements to its capital allocation policies,
optimization of its capital structure and improvements to its corporate
governance, among other opportunities.

On March 18, 2016, Voce Catalyst Partners LP (Voce
Catalyst) ¹, a Delaware limited partnership and record holder of one
hundred shares of Common Stock, delivered a Shareholder Nomination Letter (the
Letter) to the Issuer, notifying the Issuer of its intent to nominate three
persons for election to the Issuers board of directors at the Issuers 2016
annual meeting of shareholders. The full text of the Letter is attached hereto
as Exhibit 2 and is incorporated herein by reference in its entirety.

A copy of the press release issued on March 21, 2016 relating
to the nominations is attached hereto as Exhibit 3 and incorporated
herein by reference in its entirety.

On April 5, 2016, Voce Capital Management issued a press
release along with presentation materials regarding the Issuer. A copy of the
press release and the accompanying presentation are attached hereto as
Exhibits 4 and 5 and are incorporated herein by reference in their
entirety.

On April 18, 2016 Voce Capital Management issued a press
release regarding the Issuer. A copy of the press release is attached hereto as
Exhibit 6 and is incorporated herein by reference in its entirety.

On May 2, 2016 Voce Capital Management filed a preliminary
proxy on Schedule 14A in connection with the Issuers upcoming annual meeting of
stockholders, soliciting proxies to vote (i) to elect its three independent
director nominees; (ii) against the Issuers non-binding advisory vote on named
executive officer compensation; and (iii) to ratify the appointment of BDO USA,
LLP as the Issuers independent registered public accounting firm for the fiscal
year ending December 31, 2016. The preliminary proxy is attached hereto as
Exhibit 7 and is incorporated herein by reference in its entirety. A copy
of the press release issued on May 3, 2016 relating to the preliminary proxy is
also attached hereto as Exhibit 8 and is incorporated herein by reference
in its entirety.

On May 6, 2015, Voce Capital Management filed an amendment to
the preliminary proxy on Schedule 14A. Amendment 1 to the preliminary proxy is
attached hereto as Exhibit 9 and is incorporated herein by reference in
its entirety.

On May 9, 2015, Voce Capital Management filed a definitive
proxy statement on Schedule 14A. The definitive proxy is attached hereto as
Exhibit 10 and is incorporated herein by reference in its entirety.

The Reporting Persons have engaged in, and intend to continue
to engage in, communications concerning the foregoing with officers and/or
members of the Issuers board of directors. In addition, the Reporting Persons
may communicate with the Issuers current or prospective shareholders; its
representatives; industry participants, research analysts and members of the
press; existing or potential strategic partners or competitors, investment and
financing professionals and sources of capital and credit; and other interested
or relevant parties relating to topics including, but not limited to, the
Issuers operations, prospects, business development, management, competitive
and strategic matters, capital structure, and prevailing market conditions, as
well as other investment considerations. The Reporting Persons may also consider
taking further action to protect their interests and the interests of
shareholders, which actions may involve plans or proposals of the type described
in Item 4(a) through (j) of Item 4 of Schedule 13D or the acquisition of
additional shares or disposition of shares beneficially owned by them, in the
public market or through privately negotiated transactions.

Depending upon various factors including, without limitation,
an ongoing evaluation of the investment in the Common Stock, changes in the
Issuers operations, business strategy or prospects, prevailing market and
industry conditions, other investment opportunities available to the Reporting Persons, liquidity
requirements and other investment considerations, the Reporting Persons may,
from time to time and at any time and in such manner as they deem advisable
(whether in the open market, through privately negotiated transactions or
otherwise), further acquire, hold, vote, trade or dispose of some or all of the
Common Stock, and may enter into financial instruments or other agreements that
increase or decrease the Reporting Persons economic exposure with respect to
their investment in the Issuer, and/or engage in hedging or similar transactions
with respect to such holdings.

^{______________________________________
1} Voce
Capital is the General Partner of Voce Catalyst.

The Reporting Persons reserve the right at any time to
formulate alternative plans, make other proposals or take additional actions
with respect to all of the foregoing matters referred to in this Item 4 of
Schedule 13D.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5(a) is hereby amended and restated in its entirety as
follows:

The aggregate percentage of Shares reported owned by each
person named herein is based upon 7,452,365 Shares outstanding as of May 6,
2016, which is the total number of Shares outstanding as reported in the
Issuers Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on May 9, 2016.

As of the close of business on May 11, 2016, Voce Capital
Management beneficially owned 387,025 Shares, constituting approximately 5.2% of
the Shares outstanding. Voce Capital, as the sole managing member of Voce
Capital Management, may be deemed to beneficially own the 387,025 Shares
beneficially owned by Voce Capital Management, constituting approximately 5.2%
of the Shares outstanding. Mr. Plants, as the sole managing member of Voce
Capital, may be deemed to beneficially own the 387,025 Shares beneficially owned
by Voce Capital Management, constituting approximately 5.2% of the Shares
outstanding.

As of the close of business on May 11, 2016, the Reporting
Persons collectively beneficially owned an aggregate of 387,025 Shares,
constituting approximately 5.2% of the Shares outstanding.

Each Reporting Person disclaims beneficial ownership with
respect to any shares of the Shares other than the shares owned directly and of
record by such Reporting Person.

Jarl Berntzen, one of Voce Catalysts nominees to the board of
directors of the Issuer, acquired 2,000 Shares on April 1, 2016 and 500 Shares
on April 4, 2016. Mr. Berntzen disclaims beneficial ownership of Shares
beneficially owned by the Reporting Persons. The Reporting Persons disclaim
beneficial ownership of the Shares beneficially owned by Mr. Berntzen.

Michael McConnell, one of Voce Catalysts nominees to the board
of directors of the Issuer, acquired 1,000 Shares on May 5, 2016. Mr. McConnell
disclaims beneficial ownership of Shares beneficially owned by the Reporting
Persons. The Reporting Persons disclaim beneficial ownership of the Shares
beneficially owned by Mr. McConnell.

Item 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following:

Exhibit 9 Amendment 1 to Preliminary Proxy Statement on
Schedule 14A (incorporated by reference to Schedule 14A filed by Voce Capital
Management with the Securities and Exchange Commission on May 6, 2016)

Exhibit 10 Definitive Proxy Statement on Schedule 14A
(incorporated by reference to Schedule 14A filed by Voce Capital Management with
the Securities and Exchange Commission on May 9, 2016)

SIGNATURES

After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Date: May 11, 2016

EXHIBIT INDEX

*Previously filed