Form SC 13G Elevate Credit, Inc. Filed by: Rees Kenneth E.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
ELEVATE CREDIT, INC.
(Name of Issuer)
Common Stock, par value $0.0004 per share
(Title of Class of Securities)
28621V 101
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 28621V 101
| (1) | Names of reporting persons
Kenneth E. Rees | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
U.S.A. | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
1,915,961 (1) | ||||
| (6) | Shared voting power
924,492 (2) | |||||
| (7) | Sole dispositive power
1,915,961 (1) | |||||
| (8) | Shared dispositive power
924,492 (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,840,453 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (9)
6.6% | |||||
| (12) | Type of reporting person (see instructions)
IN | |||||
| (1) | Includes (a) 782,986 shares of common stock issuable upon the exercise of options to purchase common stock that are exercisable within 60 days of December 31, 2017, (b) 1,250 shares acquired under the Company’s employee stock purchase plan on December 29, 2017, and (c) 924,495 shares held by Kenneth Earl Rees Family Investments, Ltd., an entity controlled by Mr. Rees. |
| (2) | Consists of 924,492 shares owned by Jeanne Margaret Gulner Family Investments, Ltd. The spouse of Mr. Rees is the sole member of 1991 Enterprises, LLC, which is the general partner of Jeanne Margaret Gulner Family Investments, Ltd. |
CUSIP No. 28621V 101
| Item 1(a). | Name of Issuer: |
Elevate Credit, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
4150 International Plaza, Suite 300
Fort Worth, Texas 76109
| Item 2(a). | Name of Person Filing |
Kenneth E. Rees
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
C/o Elevate Credit Inc.
4150 International Plaza, Suite 300
Fort Worth, Texas 76109
| Item 2(c). | Citizenship |
U.S.A.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0004 per share (the “Common Stock”)
| Item 2(e). | CUSIP Number: |
28621V 101
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not Applicable
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act. | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act. | ||
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | ||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | ||
CUSIP No. 28621V 101
| (j) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
2,840,453 shares. Includes 782,986 shares of common stock issuable upon the exercise of options to purchase common stock that are exercisable within 60 days of December 31, 2017. Also consists of (i) 1,250 shares acquired under the Company’s employee stock purchase plan on December 29, 2017, (ii) 924,495 shares held by Kenneth Earl Rees Family Investments, Ltd., and (iii) 924,492 shares held by Jeanne Margaret Gulner Family Investments, Ltd. Mr. Rees is the spouse of Jeanne M. Gulner and may be deemed by the SEC under Rule 13d-3 of the Exchange Act to have shared voting power to dispose of the shares held directly or indirectly by Jeanne M. Gulner.
| (b) | Percent of class: |
Approximately 6.6% of the shares of Common Stock outstanding as of December 31, 2017, assuming 42,948,510 shares outstanding, representing (i) 42,165,524 shares outstanding as of December 31, 2017 and (ii) 782,986 shares subject to options to purchase common stock exercisable within 60 days of December 31, 2017.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
1,915,961
| (ii) | Shared power to vote or to direct the vote |
924,492
| (iii) | Sole power to dispose or to direct the disposition of |
1,915,961
| (iv) | Shared power to dispose or to direct the disposition of |
924,492
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
CUSIP No. 28621V 101
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
EXHIBIT INDEX
| Exhibit No. |
Document | |
| 1 | Power of Attorney – Kenneth E. Rees | |
CUSIP No. 28621V 101
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2018
| * |
| Kenneth E. Rees
|
| *By: /s/ Corin Erby |
| Corin Erby, as attorney-in-fact |
CUSIP No. 28621V 101
Exhibit 1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of Corin Erby and David Manshardt of Morrison & Foerster LLP, Lori Sudowe and Paul Tauber of Coblentz, Patch, Duffy & Bass LLP, and Chad Bradford, Sarah Fagin Cutrona and Christopher Lutes of Elevate Credit, Inc. (the “Company”), or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned statements on Schedule 13D or Schedule 13G, in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such statement on Schedule 13D or Schedule 13G, including any electronic filing thereof, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts’ discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended, and the rules thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file statements on Schedule 13D or Schedule 13G, with respect to the undersigned’s holdings of and transactions in securities issued by the Company unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 14, 2018.
| /s/ Kenneth E. Rees |
| Kenneth E. Rees |