Sec Form 4 Filing - Crestview Partners GP, L.P. @ FBR & Co. - 2013-11-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Crestview Partners GP, L.P.
2. Issuer Name and Ticker or Trading Symbol
FBR & Co. [ FBRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
667 MADISON AVENUE, 10TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2013
(Street)
NEW YORK, NY10065
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share ("Common Stock") 11/15/2013 S 11,657 D $ 26.3948 1,431,927 I See footnotes. ( 1 ) ( 2 )
Common Stock 11/18/2013 S 800 D $ 26.2606 1,431,127 I See footnotes. ( 1 ) ( 2 )
Common Stock 11/19/2013 S 5,200 D $ 26.2538 1,425,927 I See footnotes. ( 1 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crestview Partners GP, L.P.
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X X
CRESTVIEW PARTNERS, L.P.
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE
NEW YORK, NY10065
X X
CRESTVIEW OFFSHORE HOLDINGS (CAYMAN), L.P.
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE
NEW YORK, NY10065
X X
CRESTVIEW PARTNERS (PF), L.P.
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE
NEW YORK, NY10065
X X
CRESTVIEW HOLDINGS (TE), L.P.
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE
NEW YORK, NY10065
X X
CRESTVIEW PARTNERS (ERISA), L.P.
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE
NEW YORK, NY10065
X X
Forest Holdings LLC
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE
NEW YORK, NY10065
X X
Forest Holdings (ERISA) LLC
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE
NEW YORK, NY10065
X X
Signatures
Crestview Partners GP, L.P., By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer 11/19/2013
Signature of Reporting Person Date
Crestview Partners, L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer 11/19/2013
Signature of Reporting Person Date
Crestview Offshore Holdings (Cayman), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer 11/19/2013
Signature of Reporting Person Date
Crestview Partners (PF), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer 11/19/2013
Signature of Reporting Person Date
Crestview Holdings (TE), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer 11/19/2013
Signature of Reporting Person Date
Forest Holdings LLC, by: /s/ Ross A. Oliver, Secretary 11/19/2013
Signature of Reporting Person Date
Crestview Partners (ERISA), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, by /s/ Ross A. Oliver, Senior Counsel and Chief Compliance Officer 11/19/2013
Signature of Reporting Person Date
Forest Holdings (ERISA) LLC, by: /s/ Ross A. Oliver, Secretary 11/19/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed by more than one reporting person. Crestview Partners GP, L.P. is the general partner of Crestview Partners, L.P., Crestview Offshore Holdings (Cayman), L.P., Crestview Partners (PF), L.P., Crestview Holdings (TE), L.P. and Crestview Partners (ERISA), L.P.
( 2 )Crestview Partners, L.P., Crestview Offshore Holdings (Cayman), L.P., Crestview Partners (PF), L.P. and Crestview Holdings (TE), L.P. are members of Forest Holdings LLC, which on November 15, 2013, November 18, 2013 and November 19, 2013 sold 11,055, 759 and 4,931 shares of Common Stock of the issuer, respectively, and is the record owner of 1,352,256 shares of Common Stock of the issuer following the reported transactions. Crestview Partners (ERISA), L.P. is the sole member of Forest Holdings (ERISA) LLC, which on November 15, 2013, November 18, 2013 and November 19, 2013 sold 602, 41 and 269 shares of Common Stock of the issuer, respectively, and is the record owner of 73,671 shares of Common Stock of the issuer following the reported transactions. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein.

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