Form SC 13G/A Elevate Credit, Inc. Filed by: TCV V LP

February 14, 2019 4:56 PM

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 
 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULES 13d-1 (b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*
 
 
ELEVATE CREDIT, INC.
(Name of Issuer)
 
 
Common Stock, par value $0.0004 per share
(Title of Class of Securities)
 
 
28621V101
(CUSIP Number)
 
 
December 31, 2018
(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)
xRule 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).

 

(Continued on following pages)

Page of 1 of 15

Exhibit Index on Page 15

 

 

 

  

CUSIP # 28621V101   Page 2 of 15

 

 

1

NAMES OF REPORTING PERSONS

 

TCV V, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨  (b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5

SOLE VOTING POWER

 

5,967,123 shares of Common Stock (A)

6

SHARED VOTING POWER

 

-0- shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

5,967,123 shares of Common Stock (A)

8

SHARED DISPOSITIVE POWER

 

-0- shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,967,123 shares of Common Stock (A)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

13.8%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(A) Please see Item 4.

 

 

 

  

CUSIP # 28621V101   Page 3 of 15

 

 

1

NAMES OF REPORTING PERSONS

 

TCV Member Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨  (b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5

SOLE VOTING POWER

 

118,286 shares of Common Stock (A)

6

SHARED VOTING POWER

 

-0- shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

118,286 shares of Common Stock (A)

8

SHARED DISPOSITIVE POWER

 

-0- shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

118,286 shares of Common Stock (A)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.3%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

(A) Please see Item 4.

 

 

 

  

CUSIP # 28621V101   Page 4 of 15

 

 

1

NAMES OF REPORTING PERSONS

 

Technology Crossover Management V, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨  (b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5

SOLE VOTING POWER

 

6,085,409 shares of Common Stock (A)

6

SHARED VOTING POWER

 

-0- shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

6,085,409 shares of Common Stock (A)

8

SHARED DISPOSITIVE POWER

 

-0- shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,085,409 shares of Common Stock (A)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.1%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(A) Please see Item 4.

 

 

 

  

CUSIP # 28621V101   Page 5 of 15

 

 

1

NAMES OF REPORTING PERSONS

 

TCV Management 2004, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨  (b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5

SOLE VOTING POWER

 

19,479 shares of Common Stock (A)

6

SHARED VOTING POWER

 

-0- shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

19,479 shares of Common Stock (A)

8

SHARED DISPOSITIVE POWER

 

-0- shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,479 shares of Common Stock (A)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(A) Please see Item 4.

 

 

 

  

CUSIP # 28621V101   Page 6 of 15

 

 

1

NAMES OF REPORTING PERSONS

 

Jay C. Hoag

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨  (b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5

SOLE VOTING POWER

 

-0- shares of Common Stock

6

SHARED VOTING POWER

 

6,104,888 shares of Common Stock (A)

7

SOLE DISPOSITIVE POWER

 

-0- shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

6,104,888 shares of Common Stock (A)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,104,888 shares of Common Stock (A)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.1%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(A) Please see Item 4.

 

 

 

  

CUSIP # 28621V101   Page 7 of 15

 

 

1

NAMES OF REPORTING PERSONS

 

Richard H. Kimball

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨  (b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5

SOLE VOTING POWER

 

-0- shares of Common Stock

6

SHARED VOTING POWER

 

6,104,888 shares of Common Stock (A)

7

SOLE DISPOSITIVE POWER

 

-0- shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

6,104,888 shares of Common Stock (A)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,104,888 shares of Common Stock (A)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.1%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(A) Please see Item 4.

 

 

 

  

CUSIP # 28621V101   Page 8 of 15

 

 

1

NAMES OF REPORTING PERSONS

 

John L. Drew

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨  (b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5

SOLE VOTING POWER

 

-0- shares of Common Stock

6

SHARED VOTING POWER

 

6,104,888 shares of Common Stock (A)

7

SOLE DISPOSITIVE POWER

 

-0- shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

6,104,888 shares of Common Stock (A)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,104,888 shares of Common Stock (A)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.1%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(A) Please see Item 4.

  

 

 

  

CUSIP # 28621V101   Page 9 of 15

 

 

1

NAMES OF REPORTING PERSONS

 

Jon Q. Reynolds, Jr.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨  (b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5

SOLE VOTING POWER

 

-0- shares of Common Stock

6

SHARED VOTING POWER

 

6,104,888 shares of Common Stock (A)

7

SOLE DISPOSITIVE POWER

 

-0- shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

6,104,888 shares of Common Stock (A)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,104,888 shares of Common Stock (A)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.1%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(A) Please see Item 4. 

 

 

 

 

CUSIP # 28621V101   Page 10 of 15

 

Item 1(a).Name of Issuer

 

Elevate Credit, Inc. (the “Issuer”)

 

Item 1(b).Address of Issuer’s Principal Executive Offices

 

4150 International Plaza, Suite 300

Fort Worth, TX 76109

  

Item 2(a).Name of Persons Filing

 

This statement is being filed by (1) TCV V, L.P., a Delaware limited partnership (“TCV V”), (2) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund” and, together with TCV V, the “TCV Funds”), (3) Technology Crossover Management V, L.L.C., a Delaware limited liability company (“TCM V”), (4) TCV Management 2004, L.L.C., a Delaware limited liability company (“TCM 2004” and, collectively with the TCV Funds and TCM V, the “TCV Entities”), (5) Jay C. Hoag (“Mr. Hoag”), (6) Richard H. Kimball (“Mr. Kimball”), (7) John L. Drew (“Mr. Drew”) and (8) Jon Q. Reynolds, Jr. (“Mr. Reynolds”). Mr. Hoag, Mr. Kimball, Mr. Drew and Mr. Reynolds are collectively referred to as the “Members.” The TCV Entities and the Members are sometimes collectively referred to herein as the “Reporting Persons.”

 

Item 2(b).Address of Principal Business Office

 

The mailing address for each of the Reporting Persons is:

c/o TCV

250 Middlefield Road

Menlo Park, California 94025

 

Item 2(c).Citizenship

 

TCV V is a Delaware limited partnership. Each of TCM V and TCM 2004 are Delaware limited liability companies. Member Fund is a Cayman Islands exempted limited partnership. The Members are each United States citizens.

 

Item 2(d) and 2(e).Title of Class of Securities and CUSIP Number

 

Common Stock, par value $0.0004 per share (“Common Stock”)

CUSIP Number: 28621V101

 

Item 3.Not applicable.

 

 

 

 

CUSIP # 28621V101   Page 11 of 15

 

Item 4.Ownership

 

The following information with respect to beneficial ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2018:

 

           (c) Number of shares as to which person has: 
Name of Reporting Person  (a) Amount beneficially owned   (b) Percent of Class*   Sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of   Shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of 
TCV V, L.P.    5,967,123    13.8%   5,967,123     
TCV Member Fund, L.P.    118,286    0.3%   118,286     
Technology Crossover Management V, L.L.C.    6,085,409    14.1%   6,085,409     
TCV Management 2004, L.L.C.    19,479    0.0%   19,479     
Jay C. Hoag    6,104,888    14.1%       6,104,888 
Richard H. Kimball    6,104,888    14.1%       6,104,888 
John L. Drew    6,104,888    14.1%       6,104,888 
Jon Q. Reynolds, Jr.    6,104,888    14.1%       6,104,888 

  

*All percentages in this table are based on 43,197,206 shares of Common Stock outstanding on November 7, 2018, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed by the Issuer with the Securities and Exchange Commission on November 9, 2018.

 

Each of the TCV Funds and TCM 2004 has the sole power to dispose or direct the disposition of the shares which it holds directly and has the sole power to vote or direct the vote of such shares.

 

TCM V is the sole general partner of TCV V and a general partner of Member Fund and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by TCV V and Member Fund. TCM V disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. The Members are Class A Members of TCM V and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by TCV V and Member Fund. Each of the Members and TCM V disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interest therein.

 

The Members are members of TCM 2004 and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by TCM 2004. Each of the Members disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein.

 

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Issuer but do not affirm the existence of any such group.

 

Except as set forth in this Item 4, each of the Reporting Persons disclaims beneficial ownership of any shares owned beneficially or of record by any other Reporting Person.

 

 

 

  

CUSIP # 28621V101   Page 12 of 15

  

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 Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable.

 

Item 8.Identification and Classification of Members of the Group

 

See Item 4 above.

 

Item 9.Notice of Dissolution of Group

 

Not Applicable.

 

Item 10.Certifications

 

Not Applicable. 

 

 

 

 

CUSIP # 28621V101   Page 13 of 15

 

SIGNATURES

 

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2019

 

  TCV V, L.P.
  a Delaware limited partnership,
   
  Technology Crossover Management V, L.L.C.
  a Delaware limited liability company, its
  General Partner
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Authorized Signatory

 

  TCV member fund, L.P.
  a Cayman Islands exempted limited partnership,
   
  Technology Crossover Management V, L.L.C.
  a Delaware limited liability company, its
  General Partner
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Authorized Signatory

 

  technology crossover management v, l.l.c.
  a Delaware limited liability company,
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Authorized Signatory

 

 

 

  

CUSIP # 28621V101   Page 14 of 15

 

 

  TCV management 2004, l.l.c.
  a Delaware limited liability company,
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Authorized Signatory

 

  Jay c. hoag
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Attorney in Fact

 

  Richard H. Kimball
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Attorney in Fact

 

  John L. Drew
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Attorney in Fact

 

  jon Q. reynolds, jr.
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Attorney in Fact

 

 

 

 

CUSIP # 28621V101   Page 15 of 15

  

EXHIBIT

 

Exhibit  
Exhibit 99.1: Agreement of Joint Filing dated February 14, 2019.
Exhibit 99.2: Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to Schedule 13D relating to the Common Stock of Interactive Brokers Group, Inc. filed on July 10, 2009).

  

 

 

 

 

EXHIBIT 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.0004 per share, of Elevate Credit, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 14th day of February, 2019.

 

  TCV V, L.P.
  a Delaware limited partnership,
   
  Technology Crossover Management V, L.L.C.
  a Delaware limited liability company, its
  General Partner
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Authorized Signatory


  TCV member fund, L.P.
  a Cayman Islands exempted limited partnership,
   
  Technology Crossover Management V, L.L.C.
  a Delaware limited liability company, its
  General Partner
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Authorized Signatory

 

  technology crossover management v, l.l.c.
  a Delaware limited liability company,
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Authorized Signatory

 

 

 

 

 

  TCV management 2004, l.l.c.
  a Delaware limited liability company,
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Authorized Signatory

 

  Jay c. hoag
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Attorney in Fact

 

  Richard H. Kimball
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Attorney in Fact

 

  John L. Drew
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Attorney in Fact

 

  jon Q. reynolds, jr.
     
  By: /s/ Frederic D. Fenton
  Name: Frederic D. Fenton
  Title: Attorney in Fact

 

 

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