UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Atlantic Coast Financial Corporation (ACFC)
 (Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
048426100
(CUSIP Number)
 
12/31/2014
(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)
     
  ☒ 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 the 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.  048426100         Page 2 of 16

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

Financial Opportunity Fund 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		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 423,266 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

423,266 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 423,266 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 2.73%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

 

(1) Consists of 423,266 shares of common stock.

 
 
CUSIP No.  048426100         Page 3 of 16

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

Bridge Equities III 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		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 933,334 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

933,334 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 933,334 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 6.02%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

 

(1) Consists of 933,334 shares of common stock.

 
 
CUSIP No.  048426100         Page 4 of 16

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

FJ Capital 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		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 1,375,600(1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

442,266 (2)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 1,375,600(1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 8.87%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

(1)Consists of 423,266 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, 933,334 shares held by Bridge Equities III LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 19,000 shares of common stock held by a managed account that FJ Capital Management manages and that is the record owner. Mr. Friedman is the managing member of FJ Capital Management LLC.

 

(2)Consists of 423,266 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, and 19,000 shares owned by a managed account that FJ Capital Management manages and is the record owner. Mr. Friedman is the managing member of FJ Capital Management LLC.

 
 
CUSIP No.  048426100         Page 5 of 16

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

Martin S. Friedman

 

 

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		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 1,375,600(1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER 442,266 (2)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 1,375,600 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 8.87%

 

12

 

TYPE OF REPORTING PERSON

 

 IN
         

 

(1)Consists of 423,266 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, 933,334 shares held by Bridge Equities III LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 19,000 shares of common stock held by a managed account that FJ Capital Management manages and that is the record owner. Mr. Friedman is the managing member of FJ Capital Management LLC.

 

(2)Consists of 423,266 shares of common stock held by Financial Opportunity Fund LLC, of which FJ Capital Management LLC is the managing member, and 19,000 shares owned by a managed account that FJ Capital Management manages and is the record owner. Mr. Friedman is the managing member of FJ Capital Management LLC.

 
 
CUSIP No.  048426100         Page 6 of 16

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

SunBridge Manager 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		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 933,334 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

933,334 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 933,334 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 6.02%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

 

(1) Consists of 933,334 shares of common stock held by Bridge Equities III LLC, of which SunBridge Manager, LLC is the Managing Member.

 
 
CUSIP No.  048426100         Page 7 of 16

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

SunBridge 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		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 933,334 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

933,334 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 933,334 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 6.02%

 

12

 

TYPE OF REPORTING PERSON

 

 OO
         

 

 

(1) Consists of 933,334 shares of common stock held by Bridge Equities III LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC.

 

 
 
CUSIP No.  048426100         Page 8 of 16

 

 

1

 

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS (ENTITIES ONLY)

 

Realty Investment Company Inc

 

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [x]

(b) [_]

 

3

 

SEC USE ONLY

 

  

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Maryland
NUMBER OF
SHARES		 5 SOLE VOTING POWER  
BENEFICIALLY
OWNED BY		 6 SHARED VOTING POWER 933,334 (1)
EACH
REPORTING		 7 SOLE DISPOSITIVE POWER  
PERSON
WITH		 8 SHARED DISPOSITIVE POWER

 

933,334 (1)

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 933,334 (1)

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 [  ]

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 6.02%

 

12

 

TYPE OF REPORTING PERSON

 

 CO
         

 

 

(1) Consists of 933,334 shares of common stock held by Bridge Equities III LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC. Realty Investment Company, Inc. is the Manager of SunBridge Holdings, LLC.

 
 
CUSIP No.  048426100         Page 9 of 16

 

Item 1(a).   Name of Issuer:
     
    Atlantic Coast Financial Corporation (ACFC)
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    10151 Deerwood Park Blvd, Building 200 Suite 100
    Jacksonville, FL  32256
     
Item 2(a).   Name of Person Filing:
     
   

This Schedule 13G is being filed on behalf of the following Reporting Persons:

Financial Opportunity Fund LLC

Bridge Equities III LLC

FJ Capital Management LLC

   

Martin S. Friedman

SunBridge Manager LLC

SunBridge Holdings LLC

Realty Investment Company Inc

 

Item 2(b).   Address of Principal Business Office or, if None, Residence:
   

Financial Opportunity Fund LLC

1313 Dolley Madison Blvd., Ste 306

   

McLean, VA 22101

 

Bridge Equities III LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

FJ Capital Management, LLC

1313 Dolley Madison Blvd., Ste 306

   

McLean, VA 22101

 

Martin S. Friedman

1313 Dolley Madison Blvd., Ste 306

McLean, VA 22101

 

SunBridge Manager LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

SunBridge Holdings LLC

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

 

Realty Investment Company Inc

8171 Maple Lawn Blvd, Suite 375

Fulton, MD 20759

     
 
 
CUSIP No.  048426100         Page 10 of 16

 

Item 2(c).   Citizenship:
     
    Financial Opportunity Fund LLC, Bridge Equities III LLC, FJ Capital Management LLC, SunBridge Manager LLC, SunBridge Holdings LLC – Delaware limited liability companies
    Martin S. Friedman – United States citizen
    Realty Investment Company Inc – Maryland corporation
     
Item 2(d).   Title of Class of Securities:
     
    Common Stock
     
Item 2(e).   CUSIP Number:
     
    048426100
     
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

 

  (a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
       
  (b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

  (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
       
  (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
  (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.
   
  Ownership information is provided as of:

 

  (a) Amount beneficially owned:
     
   

Financial Opportunity Fund LLC – 423,266 shares

Bridge Equities III LLC – 933,334 shares

FJ Capital Management LLC – 1,375,600 shares

Martin S. Friedman – 1,375,600 shares

SunBridge Manager LLC - 933,334 shares

SunBridge Holdings LLC - 933,334 shares

Realty Investment Company Inc - 933,334 shares

 
 
CUSIP No.  048426100         Page 11 of 16

 

  (b) Percent of class:
     
   

Financial Opportunity Fund LLC – 2.73%

Bridge Equities III LLC – 6.02%

FJ Capital Management LLC – 8.87%

Martin S. Friedman – 8.87%

SunBridge Manager LLC – 6.02%

SunBridge Holdings LLC - 6.02%

Realty Investment Company Inc - 6.02%

     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
       
      All Reporting Persons – 0
       
    (ii) Shared power to vote or to direct the vote
       
     

Financial Opportunity Fund LLC – 423,266 shares

Bridge Equities III LLC – 933,334 shares

FJ Capital Management LLC – 1,375,600 shares

Martin S. Friedman - 1,375,600 shares

SunBridge Manager LLC - 933,334 shares

SunBridge Holdings LLC - 933,334 shares

Realty Investment Company Inc - 933,334 shares

       
    (iii) Sole power to dispose or to direct the disposition of
       
      All Reporting Persons – 0
       
    (iv) Shared power to dispose or to direct the disposition of
       
     

Financial Opportunity Fund LLC – 423,266 shares

Bridge Equities III LLC – 933,334 shares

FJ Capital Management LLC – 442,266 shares

Martin S. Friedman – 442,266 shares

SunBridge Manager LLC - 933,334 shares

SunBridge Holdings LLC - 933,334 shares

Realty Investment Company Inc - 933,334 shares

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  N/A
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  N/A
 
 
CUSIP No.  048426100         Page 12 of 16

 

   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  N/A
   
Item 8. Identification and Classification of Members of the Group.
   
  Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.  
   
Item 9. Notice of Dissolution of Group.
   
  N/A
   
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.

 

   

 

Date: 02/13/2015

 

 

 

 

 

Financial Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

 

By: /s/ Martin S. Friedman

Name: Martin S. Friedman

Title: Managing Member

 

 

 

 

 

FJ Capital Management LLC

 

 

By: /s/ Martin S. Friedman

Name:

Title:

 

 

 

 

 

 

/s/ Martin S. Friedman

MARTIN S. FRIEDMAN

 

 

 
 

 

 

 

Bridge Equities III, LLC

By: SunBridge Manager, LLC, its Managing Member

 

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

 

 

SunBridge Manager, LLC

 

 

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

 

 

 

 

SunBridge Holdings, LLC

By: Realty Investment Company, Inc., its Manager

 

 

 

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

 

 

 

realty investment company, inc.

 

 

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

 

 

 

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C, 1001)

 
 

 

Exhibit 1

Joint Filing Agreement

The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock of Atlantic Coast Financial Corporation shall be filed on behalf of the undersigned.

FINANCIAL OPPORTUNITY Fund LLC

By:      FJ Capital Management, LLC

 

 

By:        /s/ Martin S. Friedman       

Name: Martin S. Friedman

Title: Managing Member

 

 

FJ Capital Management LLC

 

 

By:        /s/ Martin S. Friedman       

Name:

Title:

 

 

 

 

 

/s/ Martin S. Friedman       

MARTIN S. FRIEDMAN

 

 

  

Bridge Equities III, LLC

By: SunBridge Manager, LLC, its Managing Member

 

 

By:    /s/ Christine A. Shreve        

Name: Christine A. Shreve

Title: Manager

 

 

SunBridge Manager, LLC

 

By:    /s/ Christine A. Shreve        

Name: Christine A. Shreve

Title: Manager

 

 

SunBridge Holdings, LLC

By: Realty Investment Company, Inc., its Manager

 

By:    /s/ Christine A. Shreve        

Name: Christine A. Shreve

Title: President

 

 

realty investment company, inc.

 

By:    /s/ Christine A. Shreve        

Name: Christine A. Shreve

Title: President