Sec Form 4 Filing - HENDRIX RICHARD J @ FBR & Co. - 2017-06-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HENDRIX RICHARD J 2. Issuer Name and Ticker or Trading Symbol FBR & Co. [ FBRC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1300 NORTH 17TH STREET, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2017 (Street) ARLINGTON, VA22209 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 05/31/2017 L V 818 ( 1 ) A $ 10.09 325,304 D Common Stock 06/01/2017 D 325,304 D 0 D

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 Employee Stock Option (Right to Buy) $ 11.8 06/01/2017 D 65,000 ( 3 ) 02/24/2019 Common Stock 65,000 ( 3 ) 0 D Performance Stock Units ( 4 ) 06/01/2017 D( 5 ) 46,051 ( 4 ) ( 4 ) Common Stock 46,051 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HENDRIX RICHARD J 1300 NORTH 17TH STREET SUITE 1400 ARLINGTON, VA22209 X President and CEO Signatures Gavin A. Beske, Attorney-in-Fact 06/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired under brokerage dividend reinvestment plan. ( 2 )Represents 283,646 shares of issuer common stock and 41,658 restricted stock units ("RSU"s) disposed of pursuant to merger agreement between issuer and B. Riley Financial, Inc. in exchange for shares of B. Riley Financial, Inc. common stock and B. Riley Financial, Inc. RSUs at an exchange ratio of 0.671. B. Riley Financial, Inc. common stock had a closing market value of $14.70 per share on the effective date of the merger. ( 3 )This option, which vested on February 10, 2017, was cancelled in the merger and converted into 26,024 shares of B. Riley Financial, Inc. common stock, representing (i) the number of the issuer's common shares subject to such option immediately prior to the effective time, multiplied by the issuer's option spread (which is the difference between the closing price of a share of the issuer's common stock on the trading day immediately prior to the effective time of the merger ($17.55) and the exercise price of the option), divided by (ii) the volume-weighted average price of a share of B. Riley Financial, Inc. common stock for the ten trading day period ending on May 30, 2017 ($14.36), of which 10,695 shares of B. Riley Financial, Inc. common stock were withheld to satisfy tax withholding obligations in connection with the delivery of shares. ( 4 )Represents previously unearned performance stock units. Pursuant to the merger agreement between issuer and B. Riley Financial, Inc., as of the effective date of the merger, each performance stock unit was canceled and converted into an RSU denominated in shares of B. Riley Financial, Inc. common stock. The number of shares of B. Riley Financial, Inc. common stock subject to each such RSU equals the product (rounded to the nearest whole number) of the number of shares of the issuer's common stock that would be earned based on the level of achievement that would result in 50% of the number of shares of the issuer's common stock subject to the performance stock unit being earned, multiplied by the exchange ratio of 0.671. ( 5 )Disposed of pursuant to the merger agreement between issuer and B. Riley Financial, Inc.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.