UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
First Data Corporation
|
Class A common stock, par value $0.01 per share
|
32008D106
|
December 31, 2016
|
CUSIP No. 32008D106
|
13G
|
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
|
||||
(a)☐
|
|||||
(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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
CUSIP No. 32008D106
|
13G
|
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
|
||||
(a)☐
|
|||||
(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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 32008D106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Beltway Strategic Opportunities Fund, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 32008D106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
EJF Beltway Strategic Opportunities GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 32008D106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
EJF Debt Opportunities Master Fund, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 32008D106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
EJF Debt Opportunities GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 32008D106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
EJF Debt Opportunities Master Fund II, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 32008D106
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
EJF Debt Opportunities II GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(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
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(i)
|
EJF Capital LLC;
|
(ii)
|
Emanuel J. Friedman;
|
(iii)
|
EJF Debt Opportunities Master Fund, L.P.;
|
(iv)
|
EJF Debt Opportunities GP, LLC;
|
(v)
|
EJF Debt Opportunities Master Fund II, LP;
|
(vi)
|
EJF Debt Opportunities II GP, LLC;
|
(vii)
|
Beltway Strategic Opportunities Fund L.P.; and
|
(viii)
|
EJF Beltway Strategic Opportunities GP LLC*
|
(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.
|
|
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 DEBT OPPORTUNITIES MASTER FUND, L.P.
|
||
|
By:
Its:
|
EJF DEBT OPPORTUNITIES GP, LLC
General Partner
|
|
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|
|
EJF DEBT OPPORTUNITIES GP, LLC
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
||
|
By:
Its:
|
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
|
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|
|
BELTWAY STRATEGIC OPPORTUNITIES FUND L.P.
|
||
|
By:
Its:
|
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
General Partner
|
|
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|
|
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|
|
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 DEBT OPPORTUNITIES MASTER FUND, L.P.
|
||
|
By:
Its:
|
EJF DEBT OPPORTUNITIES GP, LLC
General Partner
|
|
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|
|
EJF DEBT OPPORTUNITIES GP, LLC
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
||
|
By:
Its:
|
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
|
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|
|
BELTWAY STRATEGIC OPPORTUNITIES FUND L.P.
|
||
|
By:
Its:
|
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
General Partner
|
|
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|
|
EJF BELTWAY STRATEGIC OPPORTUNITIES GP LLC
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Member
|
|
|
By:
|
/s/ Neal J. Wilson | |
|
Name:
|
Neal J. Wilson
|
|
|
Title:
|
Chief Operating Officer
|