Having failed to gain director seats on the board of FBR & Co (NASDAQ:FBRC), J. Daniel Plants and his fund, Voce Capital, have liquidated their position in the company, as shown in a recently amended filing with the Securities and Exchange Commission. The fund previously held 387,025 shares, which accounted for approximately 5.2% of FBR & Co’s outstanding stock.
Prior to FBR & Co (NASDAQ:FBRC) annual shareholder meeting on June 14, Voce Capital had pushed for a change in management and nominated three directors for board seats. As most of its initiatives to generate growth had failed, the management of the company came to the conclusion that the only viable development option is focusing on the advisory business, the same option Voce Capital had been advocating since it became a shareholder. However, Plants and Voce Capital argued that after so many failed attempts, a change in management was required due to its lack of credibility. In the end, Voce’s nominees were not elected and the fund acted quickly to liquidate its position.
Hedge fund interest in FBR & Co (NASDAQ:FBRC) picked up during the first quarter, as the number of long positions rose to 8 by the end of March, from 5 positions registered at the end of December. Their combined holdings amounted to nearly 13% of the company’s common stock. Matthew Hulsizer and his fund, PEAK6 Capital Management, had initiated a fresh stake in the company during the quarter, amassing 325,581 shares worth roughly $5.89 million.
You can access the original SEC filing by clicking here.
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 | 0% | |||||
| Voce Capital | 0% | |||||
| J. Daniel Plants | 0% |
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Page 1 of 8 – 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. 14)*
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)
June 15, 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 8 – 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 |
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 8 – 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 |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED |
| [ ] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| CALIFORNIA |
| 7 | SOLE VOTING POWER | |
| NUMBER OF | – 0 – | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | – 0 – | |
| EACH | ||
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | ||
| WITH: | – 0 – | |
| 10 | SHARED DISPOSITIVE POWER | |
| – 0 – |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| – 0 – | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0% | |
| 14 | TYPE OF REPORTING PERSON |
| OO |
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Page 4 of 8 – SEC Filing
CUSIP No. 30247C400
| 1 | NAME OF REPORTING PERSON |
| Voce Capital LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED |
| [ ] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| DELAWARE |
| 7 | SOLE VOTING POWER | |
| NUMBER OF | – 0 – | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | – 0 – | |
| EACH | ||
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | ||
| WITH: | – 0 – | |
| 10 | SHARED DISPOSITIVE POWER | |
| – 0 – |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| – 0 – | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0% | |
| 14 | TYPE OF REPORTING PERSON |
| OO |
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Page 5 of 8 – SEC Filing
CUSIP No. 30247C400
| 1 | NAME OF REPORTING PERSON |
| J. Daniel Plants | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED |
| [ ] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| USA |
| 7 | SOLE VOTING POWER | |
| NUMBER OF | – 0 – | |
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | – 0 – | |
| EACH | ||
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | ||
| WITH: | – 0 – | |
| 10 | SHARED DISPOSITIVE POWER | |
| – 0 – |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON |
| – 0 – | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| [ ] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0% | |
| 14 | TYPE OF REPORTING PERSON |
| IN |
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Page 6 of 8 – SEC Filing
EXPLANATORY NOTE
This Amendment No. 14 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.
As of June 15, 2016, the Reporting Persons no longer
beneficially own any Shares of the Issuer. This is the final amendment to the
Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented by adding the
following information:
On June 15, 2016, Voce Capital Management sold all 387,025 of
its Shares of the Issuer in open market transactions for $16.40 per share.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety as
follows:
| (a) | As of June 15, 2016, the Reporting Persons do not |
| To the extent that Voce Catalysts former director | |
| (b) | As of June 15, 2016, the Reporting Persons do not |
| (c) | The response to Item 4 of this Schedule 13D is |
| (d) | No person other than the Reporting Persons is known to |
| (e) | On June 15, 2016, the Reporting Persons ceased to be the |
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Page 7 of 8 – SEC Filing
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: June 15, 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 |
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Page 8 of 8 – SEC Filing
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement* |
| Exhibit 2 | Shareholder Nomination Letter dated March 18, 2016* |
| Exhibit 3 | Press Release dated March 21, 2016* |
| Exhibit 4 | Press Release dated April 5, 2016 (incorporated by |
| Exhibit 5 | Presentation Materials (incorporated by reference to |
| Exhibit 6 | Press Release dated April 18, 2016 (incorporated by |
| Exhibit 7 | Preliminary Proxy Statement on Schedule 14A (incorporated |
| Exhibit 8 | Press Release dated May 3, 2016 (incorporated by |
| Exhibit 9 | Amendment 1 to Preliminary Proxy Statement on Schedule |
| Exhibit 10 | Definitive Proxy Statement on Schedule 14A (incorporated |
| Exhibit 11 | Press Release dated May 16, 2016 (incorporated by |
| Exhibit 12 | Letter dated May 16, 2016 (incorporated by reference to |
| Exhibit 13 | Presentation Materials dated May 23, 2016 (incorporated |
| Exhibit 14 | Press Release dated May 24, 2016 (incorporated by |
| Exhibit 15 | Presentation Materials dated May 27, 2016 (incorporated |
| Exhibit 16 | Press Release dated June 2, 2016 (incorporated by |
| Exhibit 17 | Press Release dated June 3, 2016 (incorporated by |
| Exhibit 18 | Press Release dated June 6, 2016 (incorporated by |
| Exhibit 19 | Press Release dated June 10, 2016 (incorporated by |
| Exhibit 20 | Press Release dated June 14, 2016 (incorporated by |
*Previously filed
