FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Crestview Partners GP, L.P.

(Last) (First) (Middle)
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FBR & Co. [ FBCM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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") $2.74 06/05/2012 J 244,898(3) 06/05/2013 06/05/2016 Common Stock 244,898 $0 0(1)(2)(3) I(1)(2)(3) Through limited partnerships(1)(2)(3)
1. Name and Address of Reporting Person*
Crestview Partners GP, L.P.

(Last) (First) (Middle)
667 MADISON AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRESTVIEW PARTNERS, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRESTVIEW OFFSHORE HOLDINGS (CAYMAN), L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRESTVIEW PARTNERS (PF), L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRESTVIEW HOLDINGS (TE), L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRESTVIEW PARTNERS (ERISA), L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Forest Holdings LLC

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Forest Holdings (ERISA) LLC

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS GP, L.P.
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
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 65.9, 17.7, 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 on June 5, 2012, 244,898 options to buy common shares of the issuer at an exercise price of $2.74 per share. The reporting persons disclaim beneficial ownership of such securities.
Remarks:
Crestview Partners GP, L.P., By: Crestview, L.L.C., its General Partner, By: Ross A. Oliver, Senior Counsel & Chief Compliance Officer, /s/ Ross A. Oliver 06/07/2012
Crestview Partners, L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, By: Ross A. Oliver, Senior Counsel & Chief Compliance Officer, /s/ Ross A. Oliver 06/07/2012
Crestview Offshore Holdings (Cayman), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, By: Ross A. Oliver, Senior Counsel & Chief Compliance Officer, /s/ Ross A. Oliver 06/07/2012
Crestview Partners (PF), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, By: Ross A. Oliver, Senior Counsel & Chief Compliance Officer, /s/ Ross A. Oliver 06/07/2012
Crestview Holdings (TE), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, By: Ross A. Oliver, Senior Counsel & Chief Compliance Officer, /s/ Ross A. Oliver 06/07/2012
Crestview Partners (ERISA), L.P., By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, By: Ross A. Oliver, Senior Counsel & Chief Compliance Officer, /s/ Ross A. Oliver 06/07/2012
Forest Holdings LLC, By: Crestview Partners, L.P., its Member, By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, By: Ross A. Oliver, Senior Counsel & Chief Compliance Officer, /s/ Ross A. Oliver 06/07/2012
Forest Holdings (ERISA) LLC, Crestview Partners (ERISA), L.P., its sole Member, By: Crestview Partners GP, L.P., its General Partner, By: Crestview, L.L.C., its General Partner, By: Ross A. Oliver, Sr Counsel & Chief Compliance Officer, /s/ Ross A. Oliver 06/07/2012
** Signature of Reporting Person Date
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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