Under
the Securities Exchange Act of 1934
(Name of
Issuer)
(Title of
Class of Securities)
(CUSIP
Number)
(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)
ý
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 in 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).
|
CUSIP
No. 46614H400
|
13G
|
Page 2
of 10 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Capital LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
790,809
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
790,809
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
790,809
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
|
CUSIP
No. 46614H400
|
13G
|
Page 3
of 10 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Emanuel J. Friedman
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
790,809
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
790,809
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
790,809
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
CUSIP
No. 46614H400
|
13G
|
Page 4
of 10 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Distressed Master Fund II,
L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
503,855
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
503,855
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
503,855
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.6%
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
CUSIP
No. 46614H400
|
13G
|
Page 5
of 10 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kodiak CDO II, Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED
VOTING POWER
286,954
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
286,954
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,954
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
|
Item
1.
(a) Name
of Issuer
JER
Investors Trust Inc.
Item
1. (b) Address
of Issuer’s Principal Executive Offices
1650
Tysons Boulevard
Suite
1600
McLean,
VA 22102
Item
2. (a) Name
of Person Filing
This
Schedule 13G is being filed on behalf of the following persons (the “Reporting
Persons”)*:
|
(i)
|
EJF
Capital LLC;
|
|
(ii)
|
Emanuel
J. Friedman;
|
|
(iii)
|
EJF
Distressed Master Fund II, L.P.; and
|
|
(iv)
|
Kodiak
CDO II, Ltd.
|
* Attached
as Exhibit A is a copy of an agreement among the Reporting Persons that this
Schedule 13G is being filed on behalf of each of them.
Item
2.(b) Address
of Principal Business Office or, if None, Residence
EJF
Capital LLC
2107
Wilson Boulevard
Suite
410
Arlington,
VA 22201
Emanuel
J. Friedman
2107
Wilson Boulevard
Suite
410
Arlington,
VA 22201
EJF
Distressed Master Fund II, L.P.
2107
Wilson Boulevard
Suite
410
Arlington,
VA 22201
Kodiak
CDO II, Ltd.
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
Item
2. (e) CUSIP
Number
46614H400
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
|
(a)
|
Amount
beneficially owned:
|
|
|
|
|
|
See
Item 9 of the attached cover pages.
|
|
|
|
|
(b)
|
Percent
of class:
|
|
|
|
|
|
See
Item 11 of the attached cover pages.
|
|
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
|
|
|
|
|
|
|
See
Item 5 of the attached cover pages.
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
|
|
|
|
|
|
|
See
Item 6 of the attached cover pages.
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition:
|
|
|
|
|
|
|
|
See
Item 7 of the attached cover pages.
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition:
|
|
|
|
|
|
|
|
See
Item 8 of the attached cover
pages.
|
Item
5. Ownership
of Five Percent or Less of a Class
Not
Applicable.
Item
6. Ownership
of More than Five Percent on Behalf of Another Person
EJF
Capital LLC, through wholly-owned subsidiaries, manages each of EJF Distressed
Master Fund II, L.P. and Kodiak CDO II, Ltd. Emanuel J. Friedman is
the controlling member of EJF Capital LLC. As such, EJF Capital LLC
and Emanuel J. Friedman may be deemed to beneficially own the 503,855 shares of
Common Stock owned by EJF Distressed Master Fund II, L.P., and 286,954 shares of
Common Stock owned by Kodiak CDO II, Ltd. EJF Capital LLC and Emanuel J.
Friedman do not beneficially own any other shares of Common
Stock.
|
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
The
filing persons may be deemed to be members of a group.
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.
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.
Dated: February
16, 2010
|
|
EJF
CAPITAL LLC
|
|
|
By:
|
/s/
Neal J.
Wilson
|
|
|
Name:
|
Neal
J. Wilson
|
|
|
Title:
|
Chief
Operating Officer
|
|
|
EMANUEL
J. FRIEDMAN
|
|
|
By:
|
/s/
Emanuel J.
Friedman
|
|
|
Name:
|
Emanuel
J. Friedman
|
|
|
EJF
DISTRESSED MASTER FUND II, L.P.
By: EJF
DISTRESSED II GP, LLC
Its: General
Partner
By: EJF
CAPITAL LLC
Its: Sole
Managing Member
|
|
|
By:
|
/s/
Neal J.
Wilson
|
|
|
Name:
|
Neal
J. Wilson
|
|
|
Title:
|
Chief
Operating Officer
|
|
|
KODIAK
CDO II, LTD.
By: Kodiak
CDO Management, LLC
Its: Collateral
Manager
By: Kodiak
Funding, LP
Its: Sole
Member
By: Kodiak
Funding Company, Inc.
Its: General
Partner
|
|
|
By:
|
/s/
Robert M.
Hurley
|
|
|
Name:
|
Robert
M. Hurley
|
|
|
Title:
|
Chief
Financial Officer
|
EXHIBIT
A
The
undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J.
Friedman, EJF Distressed Master Fund II, L.P., a limited partnership organized
under the laws of the Cayman Islands, and Kodiak CDO II, Ltd., an exempted
company incorporated with limited liability under the laws of the Cayman
Islands, hereby agree and acknowledge that the information required by this
Schedule 13G, to which this Agreement is attached as an exhibit, is filed on
behalf of each of them. The undersigned further agree that any
further amendments or supplements thereto shall also be filed on behalf of each
of them.
Dated: February
16, 2010
|
|
EJF
CAPITAL LLC
|
|
|
By:
|
/s/
Neal J.
Wilson
|
|
|
Name:
|
Neal
J. Wilson
|
|
|
Title:
|
Chief
Operating Officer
|
|
|
EMANUEL
J. FRIEDMAN
|
|
|
By:
|
/s/
Emanuel J.
Friedman
|
|
|
Name:
|
Emanuel
J. Friedman
|
|
|
EJF
DISTRESSED MASTER FUND II, L.P.
By: EJF
DISTRESSED II GP, LLC
Its: General
Partner
By: EJF
CAPITAL LLC
Its: Sole
Managing Member
|
|
|
By:
|
/s/
Neal J.
Wilson
|
|
|
Name:
|
Neal
J. Wilson
|
|
|
Title:
|
Chief
Operating Officer
|
|
|
KODIAK
CDO II, LTD.
By: Kodiak
CDO Management, LLC
Its: Collateral
Manager
By: Kodiak
Funding, LP
Its: Sole
Member
By: Kodiak
Funding Company, Inc.
Its: General
Partner
|
|
|
By:
|
/s/
Robert M.
Hurley
|
|
|
Name:
|
Robert
M. Hurley
|
|
|
Title:
|
Chief
Financial Officer
|