FRY-6 0MB Numbar7100.0297 Approval expires November 30, 2019 Page 1 of2 Board of Governors of the Federal Reserve System
Annual Report of Holding Companies-FR Y-6
Report at the close of business as of the end of fiscal year This Report is required by law: Section 5(c)(1 )(A) of the Bank This report form is to be filed by all top-tier bank holding compa Holding Company Act (12 U.S.C. § 1844(c)(1 )(A)): sections 8(a) nies, top-tier savings and loan holding companies, and U.S. inter and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) mediate holding companies organized under U.S. law, and by and 3108(a)); sections 11(a)(1), 25, and 25A of the Federal any foreign banking organization that does not meet the require Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); and sec ments of and is not treated as a qualifying foreign banking orga tions 113, 165, 312, 618, and 809 of the Dodd-Frank Act(12 U.S.C. nization under Section 211.23 of Regulation K (12 C.F.R. § §§ 5361, 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to the 211.23). (See page one of the general instructions for more detail appropriate Federal Reserve Bank the original and the number of of who must file.) The Federal Reserve may not conduct or spon copies specified. sor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number. NOTE: The Annual Report of Holding Companies must be signed by Date of Report (top-lier holding company's fiscal year-end): one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event December 31 , 2017 that the top-tier holding company does not have an individual who is Month / Day / Year a senior official and is also a director, the chairman of the board must 549300KTNEHYDMXR0013 sign the report. If the holding company is an ESOPIESOT formed as Reporter's Legal Entity ldenUfier (LEI) (20-Character LEI Code) a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. Reporter's Name, Street, and Mailing Address I, ~ohn K. Stephens, Jr. Name of lhe Holding Company Dlredor end Olfi!Cral Atlantic Coast Financial Corporation Director and CEO Legal TIiie of Holdlng Company TIile of Iha Holding Company D redor and Olfldal 4655 Salisbury Road, Suite 110 attest that the Annual Report of Holding Companies (including (Melling Address of the Holding Company) Street/ P.O. Box the supporting attachments) for this report date has been pre· Jacksonville FL _3_22_5_6___ _ pared in conformance with the instructions issued by the Federal City Stale Zip Code Reserve System and are true and correct to the best of my knowledge and belief. Physical Localion (If differenl from mailing address) With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this Person to whom questions about thfs report should be directed: information to the Federal Reserve. The Reporter a/so certifies Dewayne Stone Controller that it has the authority, on behalf of each individual, to consent or Name ------Tille object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for (912) 584-4048 confidential treatment submitted in accordance with the Board's Area Code/ Phone Number/ Extension ·Rules Regarding Availability of Information: 12 C.F.R. Part 261, that the Reporter M1II. individual consent to public release of all Area Code / FAX Number details in the re em· g i idu I. stoned@atlanticcoastban k. net E-mail Address
Address (URI.) for the Holding Compttny's web page
For holding companies l121 registered with the SEC- Indicate status of Annual Report to Shareholders: ~l~~~~~n:~~~~=:~~t.~~~~~'.~.:~.r-~~~.~~~~- ~.'••. l;;:h D is included with the FR Y-6 report In accordance wilh lhe General Instructions for this report D will be sent under separate cover (check only one), D is not prepared 1. a letter justifying this request is being provided along with the report ...... 0 For Federal Reserve Bank Use Only 2. a letter justifying this request has been provided separately . •. 0 RSSDID NOTE: Information for which confidential treatment Is being requested C.I. must be provided separately and labeled as "confidential."
Public reporting burden fCf this lnformeUon collectlon Is estimated to very from 1 3 lo 101 houni per response, with en average of 5.50 hours per response, loduding lime lo gather and malnlain dala In the required fonn and lo revlew lnslruclions and comple1e the lnformallon collection. Send comments regarding this burden aslimale or any other asped of this collection of lnfonnaUon, Including suggesllons for reducing this burden lo: Secrelary, Board of Governors of the Federal Resen,e Syslem, 20th and C Slreets, NW, Washington, DC 20551, and 10 the Off'oce of Managemenl and Budget. PapetWork Reduction Project (7100-0297), Washinglon. DC 20503. 03/2018 1. Annual report See SEC filings
2. Org chart and domestic branch listing
SHLC Parent Company
Atlantic Coast Financial Corporation LEI: 549300KTNEHYDMXROO13 Jacksonville, FL 32256 US. a Maryland Corporation
100% owner voting and non-voting shares:
Atlantic Coast Bank LEI: 549300WJXSL2OJPH5285 Jacksonville, FL US. Florida state-chartered commerical bank
Wholly owned subsidiary of Atlantic Coast Bank:
Atlantic Coast Financial Investments, Inc. LEI: N/A Jacksonville, FL US. a Florida corporation
Domestic Branches:
FR Y-6 Report FYE 12/31/17 Atlantic Coast Financial Corporation Jacksonville, Florida
Report Item 2b: Submitted via email on 3/21/2018.
3.1 Security holders (As of December 31, 2017):
Country of Name Citizenship or Percentage of each Number City, State, Country Incorporation class of voting shares Of Shares FJ Capital Management LLC USA 1,531,000 McLean, VA, USA 9.84% Bhanu Choudhrie England 1,413,877 London, England 9.09% EFJ Capital LLC USA 1,109,234 Arlington, VA, USA 7.13% PL Capital LLC USA 1,014,694 Naperville, IL, USA 6.52% TFO USA Limited USA 1,012,238 New York, NY, USA 6.51% RMB Capital Holdings LLC USA 835,547 Chicago, IL, USA 5.37%
3.2 Security holders (at any time during the year): Percentage of each Number Country of Citizenship or Name City State/Country class of voting shares Of Shares Incorporation The Albury Investment Partnership Sydney Australia 8.54% 1,328,666 Australia
4. Insiders: Title or Position Atlantic Coast Financial Atlantic Coast Bank Other Company Principal Any Other Percentage of each Percentage of each Percentage of each Name City State/Country Occupation Atlantic Coast Financial Atlantic Coast Bank company class of voting shares class of voting shares class of voting shares Bhanu Choudhrie London England Executive Director, Board Member Board Member N/A 9.06% N/A N/A C&C Alpha Group Ltd W. Eric Palmer Jacksonville FL, USA Operations Manager, Board Member Board Member N/A < 1% N/A N/A Mayo Clinic (FL) Jay S. Sidhu Palm Coast FL, USA CEO, Board Member Board Member N/A < 1% N/A N/A Customers Bancorp Inc Philip S. Buddenbohm Jacksonville FL, USA N/A Chief Credit Officer Chief Credit Officer N/A < 1% N/A N/A John K. Stephens, Jr. Jacksonville FL, USA N/A Chief Executive Officer; Chief Executive Officer; N/A < 1% N/A N/A Board Member Board Member Devinder P.S. Bhasin Palm Coast FL, USA Chief Executive Officer, Board Member Board Member N/A < 1% N/A N/A D.B. Concepts, Inc. John J. Dolan Indiana PA, US Retired Board Member Board Member N/A < 1% N/A N/A James D. Hogan Mint Hill NC, USA Retired Board Member Board Member N/A < 1% N/A N/A Tracy L. Keegan Jacksonville FL, USA N/A Chief Financial Officer Chief Financial Officer N/A < 1% N/A N/A llelUll:1: A Int of branchn fOf your d~owtor,9'1strtuCAOl'I ATLAlfTJC COAST ELA'tl (IO_flSUt: S4lS7DI. Th11 d~toryhlstitutlon h h.W bw Al\ANllC COAST r1NAHCIALCORPORAT~{)U.0029I ~ ,ACk:SOPMtU, FL the dlt.l lrl Hof 12/J 1/1017 0.11 fl'ftfftl lnrormatJon lfll1 Wllft IKOndlia15Cln and Vettficailon Steps 1. tri lhe Dita .-cison ,oa.,mn af .a,.. brudl row, nltt one °' more of the •ctiOnt ifledr.td b.eo. a:. If ffqUWN, t1lltt 1h• 1111111 in the (ffltd:fwe 0.te column Chlnrl•=H th• brand'l fflfotfflllion 11 ineortftt Of incomplt'le, rnn.l' the dat1, •nlff 'Or••ct' tri th• Dela Actton colu,..,. and 1ht da•• •hffl lhb tnrarmaUon firtt beam. waid In lhe (ffltd:fw O.te tolwl'nh. OOH; HI llr..nffl h1td w11 told ,;,, da1.ftl. ntn ~ RI the Data Act._. culwmr,. and lhf Mt. ot dosuff d,rt 111'1 tht lffectt.e Date colu11111n . Delete; rf a brand'I IKIN wH ftht1' D*fttd bt thil dtpOtilory ~tUW1k,n. e-nttt 'Dtle1e• irll lhe Data ActkN\ tohlmn. Add: tr I reportaba. br1ndl ts mts\ml, Ultttt I row, Md tht llr111ch d,1U, and entn 'Add' filth bata.Artioncalwmn and lhe opmWl1& a, l(qurtltJond,teM\ lhe lfftC11w Date tofumn. SUlsmi1tion Pronckn Whnt you are finbhed, wnd I Miwd tot,ylo ,our FRI contact. SHUii• deuiled NlttrMC1NMl1 an thi1 lite far more infonn.aUan. If you &re 1'-ffi&Mll lhfl lo your fftl tOt'ltl~ pul you• .,.,on.~ n&fflf, c:ity and tlille in the wbjHt line of the ...... a. Hate: ta ulkfythe FR Y·ID .-.p«t,,._ te..ir.m.ntt. .,o.a fflllll akotubmi'I fllJ Y, 10 OomHCk lran • FDtC UNINUM, OffiClf Hur,it,lft', 1nd IP_MU> columns ar• farurnn,e only. Vnificatkll'I of lhew v.11ewn h not reqwWrd. 1111.-- lnndt ..M