UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
FBR CAPITAL MARKETS
CORPORATION
(Name of Issuer)
Class A Common Stock ($0.01 par value per share)
(Title of Class of Securities)
30247C301
(CUSIP Number)
John Burbank
30 Hotaling Place Suite 300
San Francisco, California 94111
(Name, Address
and Telephone Number of
Person Authorized to Receive Notices
and
Communications)
October 7, 2008
(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), 13d-1(f) or 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 Rule
13d-7 for other parties to whom copies are to be sent.
(1) 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 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. 30247C301
|
Page 2 of 14
|
1
NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Passport Global Master Fund SPC Ltd for and on behalf of Portfolio A -
Global Strategy
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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
[ ]
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands
|
7
|
SOLE VOTING POWER
|
|
|
0
|
NUMBER OF
|
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
0
|
OWNED BY
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF
REPORTING PERSON*
PN
CUSIP No. 30247C301
|
Page 3 of 14
|
SCHEDULE 13D
1
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Partners Group Alternative Strategies PCC Limited Gold Iota
Cell
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 PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands
|
7
|
SOLE VOTING POWER
|
|
|
0
|
NUMBER OF
|
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
0
|
OWNED BY
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14
TYPE OF
REPORTING PERSON*
PN
CUSIP No. 30247C301
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Page 4 of 14
|
SCHEDULE 13D
1
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Passport Holdings, LLC.
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
3
SEC
USE ONLY
4
SOURCE
OF FUNDS* AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
7
|
SOLE VOTING POWER
|
|
|
0
|
NUMBER OF
|
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
0
|
OWNED BY
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14
TYPE OF
REPORTING PERSON*
OO
CUSIP No. 30247C301
|
Page 5 of 14
|
SCHEDULE 13D
1
NAME
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Passport Management, LLC
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
3
SEC
USE ONLY
4
SOURCE
OF FUNDS* AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
7
|
SOLE VOTING POWER
|
|
|
0
|
NUMBER OF
|
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
0
|
OWNED BY
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF
REPORTING PERSON*
OO
CUSIP No. 30247C301
|
Page 6 of 14
|
SCHEDULE 13D
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Passport Capital, LLC.
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
3
SEC
USE ONLY
4
SOURCE
OF FUNDS* AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
7
|
SOLE VOTING POWER
|
|
|
0
|
NUMBER OF
|
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
0
|
OWNED BY
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING
PERSON*
OO
CUSIP No. 30247C301
|
Page 7 of 14
|
SCHEDULE 13D
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
John Burbank
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
3
SEC
USE ONLY
4
SOURCE
OF FUNDS* AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
New York
|
7
|
SOLE VOTING POWER
|
|
|
0
|
NUMBER OF
|
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
0
|
OWNED BY
|
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
0
|
PERSON
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF
REPORTING PERSON*
IN
CUSIP No. 30247C301
|
Page 8 of 14
|
Item 1.
Security and Issuer
.
This Amendment No. 1 to Schedule 13D is filed by the undersigned to
amend and supplement the Initial Statement on Schedule 13D, filed with the
Securities and Exchange Commission (the SEC) on May 13, 2008 (the Initial
Statement), relating to the shares (Shares) of the Class A Common Stock,
$0.01 part value, of FBR Capital Markets Corporation (the Issuer), whose
address is 1001 Nineteenth Street North, Arlington, VA 22206. Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Initial Statement. The Initial Statement is supplementally amended as follows:
Item 2.
Identity and Background
.
No material change
Item 3.
Source and Amount of Funds or Other
Consideration
.
Not applicable
Item 4.
Purpose of Transaction
.
Item 4 is hereby amended by adding the following at the end thereof:
As disclosed in Item 5 hereto, the Reporting Persons have ceased to be
the beneficial owner of more than five percent of the Issuers Common Stock and
no longer have filing obligations to maintain this Schedule 13D.
Item 5.
Interest in Securities of the Issuer
.
(a, b) As of the date hereof, Fund I may be deemed to be the beneficial
owner of 0 Shares, constituting 0.00% of the shares of the Issuer.
(a, b) As of the date hereof, Fund II may be deemed to be the
beneficial owner of 0Shares, constituting 0.00% of the Shares of the Issuer.
(a, b) As of the date hereof, Passport Holdings may be deemed to be the
beneficial owner of 0 Shares, constituting 0.00% of the Shares of the Issuer.
(a, b) As of the date hereof, Passport Management may be deemed to be
the beneficial owner of 0 Shares, constituting 0.00% of the Shares of the
Issuer.
(a, b) As of the date hereof, Passport Capital may be deemed to be the
beneficial owner of 0 Shares, constituting 0.00% of the Shares of the Issuer.
(a, b) As of the date hereof, John Burbank may be deemed to be the
beneficial owner of 0 Shares, constituting 0.00% of the Shares of the Issuer.
(c) The trading dates, number of shares purchased and sold and price
per share for all transactions in the past 60 days by the Reporting Persons are
set forth in Exhibit B hereto.
(d, e) On October 7, 2008 the Reporting Persons ceased to be the
beneficial owner of more than five percent of the Issuers Common Stock.
CUSIP No. 30247C301
|
Page 9 of 14
|
Item 6.
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
None
Item 7.
Material to be Filed as Exhibits
.
A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer during
the past sixty days or since the most recent filing on Schedule 13D
CUSIP No. 30247C301
|
Page 10 of 14
|
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.
PASSPORT GLOBAL MASTER FUND SPC LTD
FOR AND ON BEHALF OF PORTFOLIO A GLOBAL STRATEGY
|
By:
|
/s/ John Burbank
|
|
|
John Burbank
|
|
|
Director
|
PARTNERS GROUP ALTERNATIVE
STRATEGIES PCC LIMITED GLOBAL IOTA CELL
|
By:
|
Passport Management, LLC
|
|
|
as Trading Advisor
|
|
|
|
|
|
|
|
By:
|
Passport Capital, LLC
|
|
|
as Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/ John Burbank
|
|
|
John Burbank
|
|
|
Managing Member
|
PASSPORT HOLDINGS, LLC*
|
By:
|
Passport Capital, LLC
|
|
|
as Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/ John Burbank
|
|
|
John Burbank
|
|
|
Managing Member
|
PASSPORT MANAGEMENT, LLC*
|
By:
|
Passport Capital, LLC
|
|
|
as Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/ John Burbank
|
|
|
John Burbank
|
|
|
Managing Member
|
CUSIP No. 30247C301
|
Page 11 of 14
|
PASSPORT CAPITAL, LLC*
|
By:
|
/s/ John Burbank
|
|
|
John Burbank
|
|
|
Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/ John Burbank
|
|
|
John Burbank*
|
October 9, 2008
*The Reporting Persons disclaim beneficial ownership in the
shares reported herein except to the extent of their pecuniary interest therein.
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).
CUSIP No. 30247C301
|
Page 12 of 14
|
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated October 9, 2008
relating to the Class A Common Stock ($0.01 par value per share) of FBR Capital
Markets Corporation shall be filed on behalf of the undersigned.
PASSPORT GLOBAL MASTER FUND SPC LTD
FOR AND ON BEHALF OF PORTFOLIO A GLOBAL STRATEGY
|
By:
|
/s/ John Burbank
|
|
|
John Burbank
|
|
|
Director
|
PARTNERS GROUP ALTERNATIVE
STRATEGIES PCC LIMITED GLOBAL IOTA CELL
|
By:
|
Passport Management, LLC
|
|
|
as Trading Advisor
|
|
|
|
|
|
|
|
By:
|
Passport Capital, LLC
|
|
|
as Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/ John Burbank
|
|
|
John Burbank
|
|
|
Managing Member
|
PASSPORT HOLDINGS, LLC*
|
By:
|
Passport Capital, LLC
|
|
|
as Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/ John Burbank
|
|
|
John Burbank
|
|
|
Managing Member
|
CUSIP No. 30247C301
|
Page 13 of 14
|
PASSPORT MANAGEMENT, LLC*
|
By:
|
Passport Capital, LLC
|
|
|
as Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/ John Burbank
|
|
|
John Burbank
|
|
|
Managing Member
|
PASSPORT CAPITAL, LLC*
|
By:
|
/s/ John Burbank
|
|
|
John Burbank
|
|
|
Managing Member
|
|
|
|
|
|
|
|
By:
|
/s/ John Burbank
|
|
|
John Burbank*
|
October 9, 2008
*The Reporting Persons disclaim beneficial ownership in the
shares reported herein except to the extent of their pecuniary interest therein.
CUSIP No. 30247C301
|
Page 14 of 14
|
EXHIBIT B
Transactions in the Class A Common Stock ($0.01 par value
per share)
TRANSACTIONS BY PASSPORT GLOBAL MASTER FUND SPC LTD FOR AND
ON BEHALF
OF PORTFOLIO A GLOBAL STRATEGY
Date of
|
Number of Shares
|
Price per Shares
|
Transaction
|
Purchase (Sold)
|
|
09/25/2008
|
(9,054)
|
6.9799
|
09/25/2008
|
(300)
|
6.9533
|
09/25/2008
|
(100)
|
6.9200
|
09/26/2008
|
(2,000)
|
6.9900
|
09/29/2008
|
(928)
|
7.0269
|
09/29/2008
|
(24,117)
|
7.3524
|
10/06/2008
|
12,799
|
5.9906
|
10/07/2008
|
(6,565,405)
|
5.0000
|
10/07/2008
|
(12,799)
|
5.8836
|
TRANSACTIONS BY PARTNERS GROUP ALTERNATIVE STRATEGIES PCC
LIMITED
GLOBAL IOTA CELL
Date of
|
Number of Shares
|
Price per Shares
|
Transaction
|
Purchase (Sold)
|
|
08/28/2008
|
(42,300)
|
5.0844
|
08/29/2008
|
(19,237)
|
5.0036
|
09/02/2008
|
(29,731)
|
4.8065
|
09/03/2008
|
(59,332)
|
4.7054
|
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