Sec Form 4 Filing - CRESTVIEW PARTNERS (CAYMAN), L.P. @ FBR & Co. - 2011-06-01

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 (CAYMAN), L.P. 2. Issuer Name and Ticker or Trading Symbol FBR & Co. [ FBCM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See footnotes (1)(2)(3) (Last) (First) (Middle) 667 MADISON AVENUE, 10TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2011 (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") 8,591,641 I ( 1 ) ( 2 ) ( 3 ) Through limited partnerships ( 1 ) ( 2 ) ( 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") $ 3.63 07/20/2006 06/01/2015 Option 2,768,067 2,768,067 I ( 1 ) ( 2 ) ( 3 ) Through limited partnerships ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CRESTVIEW PARTNERS (CAYMAN), L.P. 667 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10065 See footnotes (1)(2)(3) CRESTVIEW PARTNERS (TE), L.P. C/O CRESTVIEW PARTNERS, GP, L.P. 667 MADISON AVENUE NEW YORK, NY10065 See footnotes (1)(2)(3) Crestview Partners (Cayman), Ltd. C/O CRESTVIEW PARTNERS, GP, L.P. 667 MADISON AVENUE NEW YORK, NY10065 See footnotes (1)(2)(3) Signatures Crestview Partners (Cayman), L.P., By: Crestview Partners GP, L.P., By: Crestview, L.L.C., its General Partner, By: Evelyn C. Pellicone, Chief Financial Officer, /s/ Evelyn C. Pellicone 06/03/2011 Signature of Reporting Person Date Crestview Partners (TE), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, By: Evelyn C. Pellicone, Chief Financial Officer, /s/ Evelyn C. Pellicone 06/03/2011 Signature of Reporting Person Date Crestview Partners (Cayman), Ltd., By: Crestview Partners GP, L.P., its sole Member, By: Crestview, L.L.C., its General Partner, By: Evelyn C. Pellicone, Chief Financial Officer, /s/ Evelyn C. Pellicone 06/03/2011 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 Partners (Cayman), L.P., Crestview Offshore Holdings (Cayman), L.P. (the "Cayman Fund"), Crestview Partners (PF), L.P., Crestview Partners (TE), L.P., Crestview Holdings (TE), L.P. (the "TE Fund") and Crestview Partners (ERISA), L.P. Crestview Partners (TE), L.P. is a limited partner of the TE Fund. Crestview Partners GP, L.P. is the sole member of Crestview Partners (Cayman), Ltd., which is the administrative general partner of the Cayman Fund and Crestview Partners (Cayman), L.P., which is a limited partner of the Cayman Fund. ( 2 )Crestview Partners, L.P., the Cayman Fund, Crestview Partners (PF), L.P. and the TE Fund are 67.4, 16.2, 11.7 and 4.7% members, respectively, in Forest Holdings LLC, which is the record owner of 8,147,755 shares of Common Stock and 2,465,671 Options. Crestview Partners (ERISA), L.P. is the sole member of Forest Holdings (ERISA) LLC, which is the record owner of 443,886 shares of Common Stock and 134,329 Options. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein. ( 3 )Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the reporting persons, acquired (i) on September 19, 2008, 502,268 options to buy common shares of the issuer at an exercise price of $5.30 per share, (ii) on June 3, 2010, 153,846 options to buy common shares of the issuer at an exercise price of $4.10 per share and (iii) on June 1, 2011, 168,067 options to buy common shares of the Issuer at an exercise price of $3.63 per share. The reporting persons disclaim beneficial ownership of such securities.

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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