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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EJF Income GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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20,623
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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20,623
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,623
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.02% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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B
ased on 91,777,937 shares of Common Stock outstanding as of November 3, 2017, as reflected in the Form 10-Q filed by the Issuer with the SEC on November 7, 2017
.
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EJF Financial Services Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1)
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B
ased on 91,777,937 shares of Common Stock outstanding as of November 3, 2017, as reflected in the Form 10-Q filed by the Issuer with the SEC on November 7, 2017
.
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EJF Financial Services GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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B
ased on 91,777,937 shares of Common Stock outstanding as of November 3, 2017, as reflected in the Form 10-Q filed by the Issuer with the SEC on November 7, 2017
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Item 1.(a)
Name of Issuer
MBIA, Inc.
Item 1.(b)
Address of Issuer’s Principal Executive Offices
1 Manhattanville Road, Suite 301
Purchase, New York 10577
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”)*:
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(i)
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EJF Capital LLC;
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(ii)
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Emanuel J. Friedman;
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(iii)
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EJF Debt Opportunities Master Fund, L.P.
(the “Debt Fund”)
;
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(iv)
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EJF Debt Opportunities GP, LLC;
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(v)
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EJF Debt Opportunities Master Fund II, LP
(the “Debt Fund II”)
;
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(vi)
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EJF Debt Opportunities II GP, LLC;
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(vii)
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EJF Income Fund, LP
(the “Income Fund”)
;
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(viii)
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EJF Income GP, LLC;
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(ix)
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EJF Financial Services Fund, LP
(the “Financial Services Fund” and, together with the Debt Fund, the Debt Fund II, and the Income Fund, the “Funds”)
; and
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(x)
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EJF Financial Services GP, LLC
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*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
55262C100
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable.
Item 4.
Ownership
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(a)
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Amount beneficially owned:
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See Item 9 of the attached cover pages.
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(b)
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Percent of class:
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See Item 11 of the attached cover pages.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See Item 5 of the attached cover pages.
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(ii)
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Shared power to vote or to direct the vote:
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See Item 6 of the attached cover pages.
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(iii)
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Sole power to dispose or to direct the disposition:
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See Item 7 of the attached cover pages.
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(iv)
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Shared power to dispose or to direct the disposition:
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See Item 8 of the attached cover pages.
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Each of the Funds is the record owner of the 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 shares of Common Stock of which the Debt Fund is the record owner.
EJF Debt Opportunities II GP, LLC is the general partner of the Debt Fund II
and an investment manager of an affiliate thereof
and may be deemed to share beneficial ownership of the shares of Common Stock of which the Debt Fund II is the record owner.
EJF Income GP, LLC
is the general partner of the Income Fund
and the investment manager of an affiliate thereof
and may be deemed to share beneficial ownership of the shares of Common Stock of which the Income 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, LLC
, EJF Debt Opportunities II GP, LLC, EJF Financial Services GP, LLC, and EJF Income GP, LLC, and may be deemed to share beneficial ownership of the shares of Common Stock of which such entities may share beneficial ownership.
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 over which EJF Capital LLC may share beneficial ownership.
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof each Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
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 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.