SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(b)
(Amendment No. )*
Republic
First Bancorp, Inc.
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
760416107
(CUSIP Number)
December
15, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[
] Rule
13d-1(b)
[X] Rule
13d-1(c)
[
] Rule
13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person’s 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).
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
|
| |
Luxor
Capital Partners, LP
|
| |
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
| |
|
| |
(a) [x]
|
| |
(b) [
]
|
| |
|
|
3.
|
SEC USE ONLY
|
| |
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
| |
|
| |
Delaware
|
| |
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
|
| |
|
|
5.
|
SOLE VOTING POWER
|
| |
|
| |
0
|
| |
|
|
6.
|
SHARED VOTING POWER
|
| |
|
| |
1,536,841
|
| |
|
|
7.
|
SOLE DISPOSITIVE POWER
|
| |
|
| |
0
|
| |
|
|
8.
|
SHARED DISPOSITIVE POWER
|
| |
|
| |
1,536,841
|
| |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
| |
|
| |
1,536,841
|
| |
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
| |
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
| |
|
| |
2.61%
|
| |
|
|
12.
|
TYPE OF REPORTING PERSON
|
| |
|
| |
PN
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
|
| |
Luxor
Wavefront, LP
|
| |
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
| |
|
| |
(a) [x]
|
| |
(b) [
]
|
| |
|
|
3.
|
SEC USE ONLY
|
| |
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
| |
|
| |
Delaware
|
| |
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
|
| |
|
|
5.
|
SOLE VOTING POWER
|
| |
|
| |
0
|
| |
|
|
6.
|
SHARED VOTING POWER
|
| |
|
| |
415,915
|
| |
|
|
7.
|
SOLE DISPOSITIVE POWER
|
| |
|
| |
0
|
| |
|
|
8.
|
SHARED DISPOSITIVE POWER
|
| |
|
| |
415,915
|
| |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
| |
|
| |
415,915
|
| |
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
| |
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
| |
|
| |
Less than
1%
|
| |
|
|
12.
|
TYPE OF REPORTING PERSON
|
| |
|
| |
PN
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
|
| |
Luxor
Capital Partners Offshore Master Fund, LP
|
| |
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
| |
|
| |
(a) [x]
|
| |
(b) [
]
|
| |
|
|
3.
|
SEC USE ONLY
|
| |
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
| |
|
| |
Cayman
Islands
|
| |
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
|
| |
|
|
5.
|
SOLE VOTING POWER
|
| |
|
| |
0
|
| |
|
|
6.
|
SHARED VOTING POWER
|
| |
|
| |
1,053,271
|
| |
|
|
7.
|
SOLE DISPOSITIVE POWER
|
| |
|
| |
0
|
| |
|
|
8.
|
SHARED DISPOSITIVE POWER
|
| |
|
| |
1,053,271
|
| |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
| |
|
| |
1,053,271
|
| |
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
| |
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
| |
|
| |
1.79%
|
| |
|
|
12.
|
TYPE OF REPORTING PERSON
|
| |
|
| |
PN
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
|
| |
Luxor
Capital Partners Offshore, Ltd.
|
| |
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
| |
|
| |
(a) [x]
|
| |
(b) [
]
|
| |
|
|
3.
|
SEC USE ONLY
|
| |
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
| |
|
| |
Cayman
Islands
|
| |
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
|
| |
|
|
5.
|
SOLE VOTING POWER
|
| |
|
| |
0
|
| |
|
|
6.
|
SHARED VOTING POWER
|
| |
|
| |
1,053,271
|
| |
|
|
7.
|
SOLE DISPOSITIVE POWER
|
| |
|
| |
0
|
| |
|
|
8.
|
SHARED DISPOSITIVE POWER
|
| |
|
| |
1,053,271
|
| |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
| |
|
| |
1,053,271
|
| |
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
| |
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
| |
|
| |
1.79%
|
| |
|
|
12.
|
TYPE OF REPORTING PERSON
|
| |
CO
|
| |
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
|
| |
Thebes Offshore Master Fund,
LP
|
| |
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
| |
|
| |
(a) [x]
|
| |
(b) [
]
|
| |
|
|
3.
|
SEC USE ONLY
|
| |
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
| |
|
| |
Cayman Islands
|
| |
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
|
| |
|
|
5.
|
SOLE VOTING POWER
|
| |
|
| |
0
|
| |
|
|
6.
|
SHARED VOTING POWER
|
| |
|
| |
1,335,996
|
| |
|
|
7.
|
SOLE DISPOSITIVE POWER
|
| |
|
| |
0
|
| |
|
|
8.
|
SHARED DISPOSITIVE POWER
|
| |
|
| |
1,335,996
|
| |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
| |
|
| |
1,335,996
|
| |
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
| |
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
| |
|
| |
2.27%
|
| |
|
|
12.
|
TYPE OF REPORTING PERSON
|
| |
|
| |
PN
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
|
| |
LCG
Holdings, LLC
|
| |
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
| |
|
| |
(a) [x]
|
| |
(b) [
]
|
| |
|
|
3.
|
SEC USE ONLY
|
| |
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
| |
|
| |
Delaware
|
| |
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
|
| |
|
|
5.
|
SOLE VOTING POWER
|
| |
|
| |
0
|
| |
|
|
6.
|
SHARED VOTING POWER
|
| |
|
| |
4,342,023
|
| |
|
|
7.
|
SOLE DISPOSITIVE POWER
|
| |
|
| |
0
|
| |
|
|
8.
|
SHARED DISPOSITIVE POWER
|
| |
|
| |
4,342,023
|
| |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
| |
|
| |
4,342,023
|
| |
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
| |
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
| |
|
| |
7.38%
|
| |
|
|
12.
|
TYPE OF REPORTING PERSON
|
| |
|
| |
OO
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
|
| |
Luxor
Capital Group, LP
|
| |
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
| |
|
| |
(a) [x]
|
| |
(b) [
]
|
| |
|
|
3.
|
SEC USE ONLY
|
| |
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
| |
|
| |
Delaware
|
| |
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
|
| |
|
|
5.
|
SOLE VOTING POWER
|
| |
|
| |
0
|
| |
|
|
6.
|
SHARED VOTING POWER
|
| |
|
| |
4,342,023
|
| |
|
|
7.
|
SOLE DISPOSITIVE POWER
|
| |
|
| |
0
|
| |
|
|
8.
|
SHARED DISPOSITIVE POWER
|
| |
|
| |
4,342,023
|
| |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
| |
|
| |
4,342,023
|
| |
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
| |
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
| |
|
| |
7.38%
|
| |
|
|
12.
|
TYPE OF REPORTING PERSON
|
| |
|
| |
PN
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
|
| |
Luxor
Management, LLC
|
| |
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
| |
|
| |
(a) [x]
|
| |
(b) [
]
|
| |
|
|
3.
|
SEC USE ONLY
|
| |
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
| |
|
| |
Delaware
|
| |
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
|
| |
|
|
5.
|
SOLE VOTING POWER
|
| |
|
| |
0
|
| |
|
|
6.
|
SHARED VOTING POWER
|
| |
|
| |
4,342,023
|
| |
|
|
7.
|
SOLE DISPOSITIVE POWER
|
| |
|
| |
0
|
| |
|
|
8.
|
SHARED DISPOSITIVE POWER
|
| |
|
| |
4,342,023
|
| |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
| |
|
| |
4,342,023
|
| |
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
| |
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
| |
|
| |
7.38%
|
| |
|
|
12.
|
TYPE OF REPORTING PERSON
|
| |
|
| |
OO
|
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
|
| |
Christian
Leone
|
| |
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
| |
|
| |
(a) [x]
|
| |
(b) [
]
|
| |
|
|
3.
|
SEC USE ONLY
|
| |
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
| |
|
| |
United
States
|
| |
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
|
| |
|
|
5.
|
SOLE VOTING POWER
|
| |
|
| |
0
|
| |
|
|
6.
|
SHARED VOTING POWER
|
| |
|
| |
4,342,023
|
| |
|
|
7.
|
SOLE DISPOSITIVE POWER
|
| |
|
| |
0
|
| |
|
|
8.
|
SHARED DISPOSITIVE POWER
|
| |
|
| |
4,342,023
|
| |
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
| |
|
| |
4,342,023
|
| |
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
|
| |
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
| |
|
| |
7.38%
|
| |
|
|
12.
|
TYPE OF REPORTING PERSON
|
| |
|
| |
IN
|
|
Item 1(a). |
Name of Issuer:
|
Republic First Bancorp, Inc. (“Issuer”)
|
Item 1(b). |
Address of Issuer’s Principal
Executive Offices:
|
50 South
16th
Street
Philadelphia,
PA 19102
Item 2. (a) Name of Persons Filing:
(b) Address of Principal Business Office or, if None,
Residence:
(c) Citizenship:
The
names and citizenships of the persons filing this statement on
Schedule 13G are (collectively, the “Reporting Persons”):
Luxor Capital Partners, LP (the “Onshore Fund”)
Citizenship: Delaware
Luxor Capital Partners Offshore Master Fund, LP (the “Offshore
Master Fund”)
Citizenship: Cayman Islands
Luxor Capital Partners Offshore, Ltd. (the “Offshore Feeder
Fund”)
Citizenship: Cayman Islands
Luxor Wavefront, LP (the “Wavefront Fund”)
Citizenship: Delaware
Thebes Offshore Master Fund, LP (the “Thebes Master Fund”);
Citizenship: Cayman Islands
LCG Holdings, LLC (“LCG Holdings”)
Citizenship: Delaware
Luxor Capital Group, LP (“Luxor Capital Group”)
Citizenship: Delaware
Luxor Management, LLC (“Luxor Management”)
Citizenship: Delaware
Christian Leone (“Mr. Leone”)
Citizenship: United States
The principal business address of each of the Onshore Fund, the
Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings
and Mr. Leone is 1114 Avenue of the Americas, 28th Floor, New York,
New York 10036.
The principal business address of each of the Offshore Master Fund,
the Offshore Feeder Fund and the Thebes Master Fund is c/o Maples
Corporate Services Limited, P.O. Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands.
|
Item 2(d). |
Title of Class of Securities:
|
Common stock, par value $0.01 per share (the “Common Stock”)
760416107
|
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:
|
| |
(a)
|
[ ]
|
Broker or
dealer registered under Section 15 of the Exchange Act.
|
| |
|
|
|
| |
(b)
|
[ ]
|
Bank as
defined in Section 3(a)(6) of the Exchange Act.
|
| |
|
|
|
| |
(c)
|
[ ]
|
Insurance
company defined in Section 3(a)(19) of the Exchange Act.
|
| |
|
|
|
| |
(d)
|
[ ]
|
Investment
company registered under Section 8 of the Investment Company
Act.
|
| |
|
|
|
| |
(e)
|
[ ]
|
Investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
| |
|
|
|
| |
(f)
|
[ ]
|
Employee
benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
| |
|
|
|
| |
(g)
|
[ ]
|
Parent
holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
| |
|
|
|
| |
(h)
|
[ ]
|
Savings
association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
|
| |
|
|
|
| |
(i)
|
[ ]
|
Church plan
that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act;
|
| |
|
|
|
| |
(j)
|
[ ]
|
Non-U.S.
institution in accordance with Section
240.13d-1(b)(1)(ii)(J).
|
| |
|
|
|
| |
(k)
|
[ ]
|
Group, in
accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
|
Item 4. Ownership.
|
(a) |
Amount beneficially owned:
|
As of the close of business on December 15, 2020:
|
(i) |
The Onshore Fund beneficially owned 1,536,841 shares of Common
Stock;
|
|
(ii) |
The Offshore Master Fund beneficially owned 1,053,271 shares
of Common Stock. The Offshore Feeder Fund, as the owner
of a controlling interest in the Offshore Master Fund, may be
deemed to have beneficially owned the shares of Common Stock
beneficially owned by the Offshore Master Fund;
|
|
(iii) |
The Wavefront Fund beneficially owned 415,915 shares of Common
Stock;
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|
(iv) |
The Thebes Master Fund beneficially owned 1,335,996 shares of
Common Stock;
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|
(v) |
LCG Holdings, as the general partner of the Onshore Fund, the
Offshore Master Fund, the Wavefront Fund and the Thebes Master Fund
may be deemed to have beneficially owned the 4,342,023 shares of
Common Stock beneficially owned by the Onshore Fund, the Offshore
Master Fund, the Wavefront Fund and the Thebes Master Fund;
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|
(vi) |
Luxor Capital Group, as the investment manager of the Onshore
Fund, the Offshore Feeder Fund, the Offshore Master Fund, the
Wavefront Fund and the Thebes Master Fund (collectively, the
“Funds”), may be deemed to have beneficially owned the 4,342,023 shares of Common Stock
beneficially owned by the Funds;
|
|
(vii) |
Luxor Management, as the general partner of Luxor Capital
Group, may be deemed to have beneficially owned the 4,342,023 shares of Common Stock
beneficially owned by Luxor Capital Group; and
|
|
(viii) |
Mr. Leone, as the managing member of Luxor Management, may be
deemed to have beneficially owned the 4,342,023 shares of Common Stock
beneficially owned by Luxor Management.
|
As of the close of business on
December 15, 2020, the Reporting Persons may be deemed to have
beneficially owned 4,342,023 shares of the Issuer’s Common
Stock or 7.38% of the Issuer’s
Common Stock outstanding, which
percentage was calculated based on 58,859,778 shares of the
Issuer’s Common Stock outstanding as of November 6, 2020, as per
the information reported in the Issuer’s Form 10-Q filed November
9, 2020. Specifically, as of the close of business on
December 15, 2020 each Reporting Person beneficially owned such
percentage as reflected on Item 11 of the applicable Cover Page
hereto.
|
(c) |
Number of shares as to which such person has:
|
|
(i) |
Sole power to vote or to direct the vote of Common
Stock:
|
See Cover Pages Items 5-9.
|
(ii) |
Shared power to vote or to direct the vote of Common
Stock:
|
See
Cover Pages Items 5-9.
|
(iii) |
Sole power to dispose or to direct the disposition of Common
Stock:
|
See Cover Pages Items 5-9.
|
(iv) |
Shared power to dispose or to direct the disposition of Common
Stock:
|
See
Cover Pages Items 5-9.
|
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 the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ ].
|
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.
|
See Exhibit A.
|
Item 9. |
Notice of Dissolution of
Group.
|
Not applicable.
By signing below each of the undersigned certifies that, to the
best of his or its 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.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information with
respect to it set forth in this statement is true, complete, and
correct.
Dated: December 28, 2020
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LUXOR CAPITAL PARTNERS, LP
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|
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|
By: LCG Holdings, LLC, as General
Partner
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| |
By:
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/s/ Norris Nissim
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| |
|
Norris Nissim,
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| |
|
General Counsel
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LUXOR WAVEFRONT, LP
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|
| |
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By: LCG Holdings, LLC, as General Partner
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|
| |
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| |
By:
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/s/ Norris Nissim
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|
| |
|
Norris Nissim,
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| |
|
General Counsel
|
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|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
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|
|
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|
By: LCG Holdings, LLC, as General
Partner
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|
|
|
|
| |
By:
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/s/ Norris Nissim
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| |
|
Norris Nissim,
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|
| |
|
General Counsel
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LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
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|
|
|
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|
By: Luxor Capital Group, LP, as
investment manager
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|
|
|
| |
By:
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/s/ Norris Nissim
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|
| |
|
Norris Nissim,
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|
| |
|
General Counsel
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THEBES OFFSHORE MASTER FUND, LP
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|
|
|
|
|
By: LCG Holdings, LLC, as General
Partner
|
|
|
|
|
| |
By:
|
/s/ Norris Nissim
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|
| |
|
Norris Nissim,
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|
| |
|
General Counsel
|
|
|
LUXOR CAPITAL GROUP, LP
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|
|
|
|
|
By: Luxor Management, LLC, as General Partner
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|
|
|
|
| |
By:
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/s/ Norris Nissim
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|
| |
|
Norris Nissim,
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|
| |
|
General Counsel
|
|
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LCG HOLDINGS, LLC
|
|
|
|
|
| |
By:
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/s/ Norris Nissim
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|
| |
|
Norris Nissim,
|
|
| |
|
General Counsel
|
|
|
LUXOR MANAGEMENT, LLC
|
|
|
|
|
| |
By:
|
/s/ Norris Nissim
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|
| |
|
Norris Nissim,
|
|
| |
|
General Counsel
|
|
| |
|
|
/s/ Norris Nissim
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|
NORRIS NISSIM, as Agent for Christian Leone
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|
EXHIBIT A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Republic First Bancorp, Inc. dated
December 28, 2020, and any further amendments thereto signed by
each of the undersigned shall be, filed on behalf of each of the
undersigned pursuant to and in accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Dated: December 28, 2020
|
LUXOR CAPITAL PARTNERS, LP
|
|
|
|
|
|
By: LCG Holdings, LLC, as General
Partner
|
|
|
|
|
| |
By:
|
/s/ Norris Nissim
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|
| |
|
Norris Nissim,
|
|
| |
|
General Counsel
|
|
|
LUXOR WAVEFRONT, LP
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|
| |
|
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By: LCG Holdings, LLC, as General Partner
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|
| |
|
| |
By:
|
/s/ Norris Nissim
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|
| |
|
Norris Nissim,
|
|
| |
|
General Counsel
|
|
|
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
|
|
|
|
|
|
By: LCG Holdings, LLC, as General
Partner
|
|
|
|
|
| |
By:
|
/s/ Norris Nissim
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|
| |
|
Norris Nissim,
|
|
| |
|
General Counsel
|
|
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LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
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|
|
|
|
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By: Luxor Capital Group, LP, as
investment manager
|
|
|
|
|
| |
By:
|
/s/ Norris Nissim
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|
| |
|
Norris Nissim,
|
|
| |
|
General Counsel
|
|
|
THEBES OFFSHORE MASTER FUND, LP
|
|
|
|
|
|
By: LCG Holdings, LLC, as General
Partner
|
|
|
|
|
| |
By:
|
/s/ Norris Nissim
|
|
| |
|
Norris Nissim,
|
|
| |
|
General Counsel
|
|
|
LUXOR CAPITAL GROUP, LP
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|
|
|
|
|
By: Luxor Management, LLC, as General Partner
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|
|
|
|
| |
By:
|
/s/ Norris Nissim
|
|
| |
|
Norris Nissim,
|
|
| |
|
General Counsel
|
|
|
LCG HOLDINGS, LLC
|
|
|
|
|
| |
By:
|
/s/ Norris Nissim
|
|
| |
|
Norris Nissim,
|
|
| |
|
General Counsel
|
|
|
LUXOR MANAGEMENT, LLC
|
|
|
|
|
| |
By:
|
/s/ Norris Nissim
|
|
| |
|
Norris Nissim,
|
|
| |
|
General Counsel
|
|
| |
|
|
/s/ Norris Nissim
|
|
|
NORRIS NISSIM, as Agent for Christian Leone
|
|
EXHIBIT B
POWER
OF ATTORNEY
The
undersigned hereby makes, constitutes and appoints each of Norris
Nissim, Adam Miller and Virgil Alagon as the undersigned’s true and
lawful authorized representative, attorney-in-fact and agent, each
with the power individually to execute for and on behalf of the
undersigned and to file with and deliver to the United States
Securities and Exchange Commission and any other authority or party
required or entitled to receive the same: (a) any Forms 3, 4 and 5,
and any amendments thereto, in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the “1934 Act”), and
the rules promulgated thereunder; and (b) any Schedule 13D or
Schedule 13G, and any amendments thereto, on behalf of the
undersigned in accordance with Section 13 of the 1934 Act and the
rules promulgated thereunder.
The
undersigned also hereby grants to each such attorney-in-fact the
full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and proper to be done in the
exercise of any of the rights and powers herein granted, hereby
ratifying and confirming all that such attorney-in-fact shall
lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned
acknowledges that each of the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, is not
assuming any of the undersigned's responsibilities to comply with
Section 16 or Section 13 of the 1934 Act or any other provision of
the 1934 Act or the rules promulgated thereunder.
This
Power of Attorney shall remain in full force and effect until
earlier revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of November 6, 2017.
/s/
Christian Leone
ACKNOWLEDGEMENT IN NEW YORK STATE
|
STATE OF NEW YORK
|
)
|
| |
|
|
COUNTY OF NEW YORK
|
)
|
On
November 6, 2017 before me, the undersigned personally appeared,
Christian Leone, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of which the
individual acted, executed the instrument.
| |
/s/ Clare Rosenbalm
|
| |
Name: Clare Rosenbalm
|
| |
Notary Public, State of NY
|
| |
License #: 01RO6364701
|
Commission Expires: September 18, 2021
