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FBR & Co. (FBRC): Voce Capital Management Tries to Put Pressure with New Presentation

Daniel Plants’ Voce Capital went activist on FBR & Co. (FBRC) last summer, yet the stock declined about 20% since July 17th. Voce Capital didn’t add to its stake this year but it published a 67-page presentation this week to put more pressure on FBR & CO. (FBRC). The presentation can be downloaded at the bottom of this article. You can also find the details of Voce Capital’s latest filing below:

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Voce Capital Management 387,025 387,025 387,025 5.2%
Voce Capital 387,025 387,025 387,025 5.2%
J. Daniel Plants 387,025 387,025 387,025 5.2%

Page 1 of 7 – SEC Filing


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. 2)*

______________________________________

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)

April 5, 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. [   ]

 

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Page 2 of 7 – SEC Filing

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 remainder of this cover page shall be filled out for
a reporting persons 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 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).

 

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Page 3 of 7 – SEC Filing

CUSIP No. 30247C400

1 NAME OF REPORTING PERSON


Voce Capital Management LLC
2 CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) [  ] (b) [X] 
3 SEC USE ONLY
4 SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

[  ]

6 CITIZENSHIP OR PLACE OF
ORGANIZATION

CALIFORNIA
NUMBER OF
SHARES

BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7 SOLE VOTING POWER

– 0 –
8 SHARED VOTING POWER

387,025
9 SOLE DISPOSITIVE POWER

– 0 –
10 SHARED DISPOSITIVE POWER


387,025
11 AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH PERSON

387,025
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[  ]

13 PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)

5.2%
14 TYPE OF REPORTING PERSON


OO

 

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Page 4 of 7 – SEC Filing

CUSIP No. 30247C400

1 NAME OF REPORTING PERSON


Voce Capital LLC
2 CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) [  ] (b) [X] 
3 SEC USE ONLY
4 SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

[  ]

6 CITIZENSHIP OR PLACE OF
ORGANIZATION

DELAWARE
NUMBER OF
SHARES

BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7 SOLE VOTING POWER

– 0 –
8 SHARED VOTING POWER

387,025
9 SOLE DISPOSITIVE POWER

– 0 –
10 SHARED DISPOSITIVE POWER


387,025
11 AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH PERSON

387,025
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[  ]

13 PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)

5.2%
14 TYPE OF REPORTING PERSON


OO

 

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Page 5 of 7 – SEC Filing

CUSIP No. 30247C400

1 NAME OF REPORTING PERSON


J. Daniel Plants
2 CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

[  ]

6 CITIZENSHIP OR PLACE OF
ORGANIZATION

USA
NUMBER OF
SHARES

BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
7 SOLE VOTING POWER

– 0 –
8 SHARED VOTING POWER

387,025
9 SOLE DISPOSITIVE POWER

– 0 –
10 SHARED DISPOSITIVE POWER


387,025
11 AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH PERSON

387,025
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[  ]

13 PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)

5.2%
14 TYPE OF REPORTING PERSON


IN

 

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Page 6 of 7 – SEC Filing

EXPLANATORY NOTE

This Amendment No. 2 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.

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.

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 supplemented to add the
following at the end of such item:

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.

__________________________
1 Voce Capital is the
General Partner of Voce Catalyst.

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Page 7 of 7 – SEC Filing


Item 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following:

Exhibit 4      Press Release dated
April 5, 2016 (incorporated by reference to Exhibit 1 to Schedule 14A filed by
Voce Capital Management with the Securities and Exchange Commission on April 5,
2016)

Exhibit 5      Presentation Materials
(incorporated by reference to Exhibit 2 to Schedule 14A filed by Voce Capital
Management with the Securities and Exchange Commission on April 5, 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: April 7, 2016

Voce Capital Management LLC
By: Voce Capital LLC
Managing Member
By: /s/ J.
Daniel Plants
Name: J. Daniel Plants
Title: Managing Member
Voce Capital LLC
By: /s/ J.
Daniel Plants
Name: J. Daniel Plants
Title: Managing Member
/s/ J.
Daniel Plants
J. Daniel Plants

VOCE CAPITAL’S PRESENTATION

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