Under the Securities Exchange Act of 1934

 

(1)

Reflects 358,400 shares of common stock, $5.00 par value ("Common Stock") that EJF Sidecar Fund, Series LLC – Series D; Beltway Strategic Opportunities Fund L.P.; and several third parties (which have granted investment discretion to EJF Capital LLC pursuant to separate investment management agreements) have the right to obtain, within 60 days, upon the conversion of 2,240 shares of Fixed Rate Non-Cumulative Perpetual Convertible Preferred Stock, Series C ("Preferred Stock") of which those entities are the record owner, at a ratio of 160 shares of Common Stock for each share of Preferred Stock.  See Items 4 and 6.

(2)	Based upon 3,296,237 shares of Common Stock outstanding as of November 12, 2015, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 13, 2015.

 

HomeTown Bankshares Corporation

Item 1. (b)                      Address of Issuer’s Principal Executive Offices

  

Item 2. (a)                      Name of Person Filing

This Amendment No. 1 to the Schedule 13G is being filed on behalf of the following persons (the "Reporting Persons")*

 

(i)	EJF Capital LLC;
(ii)	Emanuel J. Friedman;
(iii)	Beltway Strategic Opportunities Fund L.P.;
(iv)	EJF Beltway Strategic Opportunities GP LLC;
(v)	EJF Sidecar Fund, Series LLC - Series D.;
(vi)	EJF Financial Opportunities Master Fund, LP; and
(vii)	EJF Financial Opportunities GP, LLC

 

2107 Wilson Boulevard

Suite 410

Arlington, VA 22201

 

Common Stock, $5.00 par value ("Common Stock")

Item 2. (e)                      CUSIP Number

43787N108

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:

Beltway Strategic Opportunities Fund L.P. is the record owner of 64 shares of Fixed Rate Non-Cumulative Perpetual Convertible Preferred Stock, Series C issued by HomeTown Bankshares Corporation ("Preferred Shares") that are convertible into the number of shares of Common Stock shown on item 9 of its respective cover page, at a ratio of 160 shares of Common Stock for each Preferred Share.

EJF Beltway Strategic Opportunities GP LLC serves as the general partner of Beltway Strategic Opportunities Fund L.P. and may be deemed to share beneficial ownership of the shares of Common Stock which Beltway Strategic Opportunities Fund L.P. has the right to acquire upon conversion of the Preferred Shares of which it is the record owner.

EJF Sidecar Fund, Series LLC – Series D is the record owner of 210 Preferred Shares convertible into the number of shares of Common Stock shown on item 9 of its respective cover page, at a ratio of 160 shares of Common Stock for each Preferred Share.

EJF Financial Opportunities Master Fund, LP was the record owner of the shares of Common Stock previously reported by it on a schedule 13G filed on April 29, 2014, but no longer owns such shares of Common Stock. EJF Financial Opportunities GP, LLC serves as the general partner of EJF Financial Opportunities Master Fund, LP and may be deemed to have shared beneficial ownership of the shares of Common Stock of which EJF Financial Opportunities Master Fund, LP was the record owner.

EJF Capital LLC is the sole member of EJF Beltway Strategic Opportunities GP LLC, the investment manager of Beltway Strategic Opportunities Fund L.P., the sole member of EJF Financial Opportunities GP, LLC, and the investment manager of EJF Financial Opportunities Master Fund, LP, and may be deemed to share beneficial ownership of the shares of Common Stock of which such entities may share beneficial ownership.

EJF Capital LLC also serves as the managing member of EJF Sidecar Fund, Series LLC – Series D and may be deemed to share beneficial ownership of the shares of Common Stock which EJF Sidecar Fund, Series LLC – Series D has the right to receive upon conversion of the Preferred Shares of which it is the record owner.

Pursuant to separate investment management agreements between EJF Capital LLC and several third parties, EJF Capital LLC has investment and voting authority with respect to 1,966 Preferred Shares that are held by such third parties and, as such, EJF Capital LLC may be deemed to share beneficial ownership of the 314,560 shares of Common Stock into which such 1,966 Preferred Shares are convertible.

Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares of Common Stock over which EJF Capital LLC may share beneficial ownership.

 

Item 5.                      Ownership of Five Percent or Less of a Class

 

See Item 4.  Several third parties have entered into separate investment management agreements with EJF Capital LLC which grant EJF Capital LLC investment and voting authority over the Preferred Shares held by such third parties.  Such third parties have the right to receive dividends from, and proceeds from the sale of, such securities, subject to the terms of such investment management agreements.  One of those third parties is BSOF Master Fund, L.P., which is the record owner of 1,611 Preferred Shares that are convertible into 257,760 shares of Common Stock.

 

Not Applicable.

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EXHIBIT A

The undersigned, EJF Capital LLC (a Delaware limited liability company), Emanuel J. Friedman, Beltway Strategic Opportunities Fund L.P. (an exempted limited partnership organized under the laws of the Cayman Islands), EJF Beltway Strategic Opportunities GP LLC (a Delaware limited liability company), EJF Sidecar Fund, Series LLC – Series D (a Delaware limited liability company), EJF Financial Opportunities Master Fund, LP (an exempted limited partnership organized under the laws of the Cayman Islands), and EJF Financial Opportunities GP, LLC (a Delaware limited liability company) 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 11, 2016