Sec Form 4 Filing - Crestview Partners GP, L.P. @ FBR & Co. - 2013-11-26

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) 11/26/2013 (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") 11/26/2013 S 1,389,480 D $ 25.75 0 I See footnotes. ( 1 ) ( 2 ) Common Stock 11/26/2013 M 61,224 A $ 10.96 61,224 I See footnote. ( 3 ) Common Stock 11/26/2013 M 26,108 A $ 14.52 87,332 I See footnote. ( 3 ) Common Stock 11/26/2013 S 87,332 D $ 25.75 0 I See footnote. ( 3 )

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 Option (Right to Buy) ("Option") $ 10.96 11/26/2013 M 61,224 06/05/2013 06/05/2016 Common Stock 61,224 $ 0 0 I ( 3 ) Through limited partnerships ( 3 ) Option $ 14.52 11/26/2013 M 26,108 06/01/2012 06/01/2015 Common Stock 26,108 $ 0 0 I ( 3 ) Through limited partnerships ( 3 )

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/ Evelyn C. Pellicone, Chief Financial Officer 11/27/2013 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/ Evelyn C. Pellicone, Chief Financial Officer 11/27/2013 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/ Evelyn C. Pellicone, Chief Financial Officer 11/27/2013 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/ Evelyn C. Pellicone, Chief Financial Officer 11/27/2013 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/ Evelyn C. Pellicone, Chief Financial Officer 11/27/2013 Signature of Reporting Person Date Forest Holdings LLC, by: /s/ Evelyn C. Pellicone, Chief Financial Officer 11/27/2013 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/ Evelyn C. Pellicone, Chief Financial Officer 11/27/2013 Signature of Reporting Person Date Forest Holdings (ERISA) LLC, by: /s/ Evelyn C. Pellicone, Chief Financial Officer 11/27/2013 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 26, 2013 sold 1,317,692 shares of common stock of the issuer and is no longer a record owner of any 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 26, 2013 sold 71,788 shares of common stock of the issuer and is no longer the record owner of any 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. ( 3 )On November 26, 2013, Crestview Advisors, L.L.C., which provides invest ment advisory and management services to certain of the reporting persons, exercised 61,224 options to buy shares of common stock of the issuer at an exercise price of $10.96 per share and 26,108 options to buy shares of common stock of the issuer at an exercise price of $14.52 per share, and sold the shares underlying such options to the Company at a price of $25.75 per share. Each reporting person disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein, if any.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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