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Form 4 Elevate Credit, Inc. For: May 18 Filed by: REYNOLDS JON Q JR

May 22, 2018 7:40 PM
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 *
Rosenberg John C.
(Last) (First) (Middle)
C/O TCMI, INC.
250 MIDDLEFIELD ROAD
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Elevate Credit, Inc. [ ELVT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(g) group
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2018
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 05/19/2018 M 13,369 A (1) 19,479 D (2)
Common Stock 5,967,123 I TCV V, L.P. (3)
Common Stock 118,286 I TCV Member Fund, L.P. (4)
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
Restricted Stock Unit (RSU) (1) 05/18/2018 A 13,064 (5) (5) Common Stock 13,064 $ 0 (5) 13,064 D (2)
Restricted Stock Unit (RSU) (1) 05/19/2018 M 13,369 (6) (6) Common Stock 13,369 $ 0 (6) 26,738 D (2)
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock.
2. Held of record by John C. Rosenberg for the benefit of TCV Management 2004, L.L.C. ("TCM"). Jay C. Hoag, Jon Q. Reynolds, Jr., Richard H. Kimball and John L. Drew (the "TCM Members") are members of TCM. Mr. Rosenberg and the TCM Members each disclaims beneficial ownership of such RSUs and the underlying shares of the issuer's common stock except to the extent of their pecuniary interest therein.
3. These securities are directly held by TCV V, L.P. ("TCV V"). The TCM V Members are Members and John C. Rosenberg is an Assignee of Technology Crossover Management V, L.L.C. ("TCM V") which is the general partner of TCV V. The TCM V Members, Mr. Rosenberg and TCM V may be deemed to beneficially own the securities held by TCV V, but each of the TCM V Members, Mr. Rosenberg and TCM V disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
4. These securities are directly held by TCV Member Fund, L.P. ("TCV Member Fund"). The TCM V Members are Members and Mr. Rosenberg is an Assignee of TCM V, which is a general partner of TCV Member Fund. The TCM V Members and Mr. Rosenberg are also limited partners of TCV Member Fund. The TCM V Members, Mr. Rosenberg and TCM V may be deemed to beneficially own the securities held by TCV Member Fund, but each of the TCM V Members, Mr. Rosenberg and TCM V disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
5. The RSUs will vest upon the earlier of the one (1) year anniversary of May 18, 2018 or the next annual shareholder meeting.
6. The RSUs were granted on May 19, 2017. One-third (1/3) of the applicable RSUs vest on each anniversary of May 19, 2017 such that the RSUs shall be fully vested on May 19, 2020.
Remarks:
All Reporting Persons may be part of a 13(g) group.
By: Frederic D. Fenton, Authorized Signatory for John C. Rosenberg 05/22/2018
** Signature of Reporting Person Date
By: Frederic D. Fenton, Authorized Signatory for Jay C. Hoag 05/22/2018
** Signature of Reporting Person Date
By: Frederic D. Fenton, Authorized Signatory for Richard H. Kimball 05/22/2018
** Signature of Reporting Person Date
By: Frederic D. Fenton, Authorized Signatory for John L. Drew 05/22/2018
** Signature of Reporting Person Date
By: Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds 05/22/2018
** Signature of Reporting Person Date
By: Frederic D. Fenton, Authorized Signatory for TCV Management 2004, L.L.C. 05/22/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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