Form SC 13G/A Elevate Credit, Inc. Filed by: Rees Kenneth E.

February 14, 2019 5:14 PM

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

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, 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)

☒ 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

 

2,043,440 (1)

   (6)   

Shared voting power

 

924,492 (2)

   (7)   

Sole dispositive power

 

2,043,440 (1)

   (8)   

Shared dispositive power

 

924,492 (2)

  (9)  

Aggregate amount beneficially owned by each reporting person

 

2,967,932

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)  

Percent of class represented by amount in Row (9)

 

6.7%

(12)  

Type of reporting person (see instructions)

 

IN

 

(1)

Includes (a) 798,606 shares of common stock issuable upon the exercise of options to purchase common stock that are exercisable within 60 days of December 31, 2018, (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:

2,967,932 shares. Includes 798,606 shares of common stock issuable upon the exercise of options to purchase common stock that are exercisable within 60 days of December 31, 2018. 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 6.7% of the shares of Common Stock outstanding as of December 31, 2018, assuming 44,127,868 shares outstanding, representing (i) 43,329,262 shares outstanding as of December 31, 2018 and (ii) 798,606 shares subject to options to purchase common stock exercisable within 60 days of December 31, 2018.

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote

2,043,440

 

  (ii)

Shared power to vote or to direct the vote

924,492

 

  (iii)

Sole power to dispose or to direct the disposition of

2,043,440

 

  (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 (incorporated by reference to Exhibit 1 of the Schedule 13G filed by Kenneth E. Rees on February 14, 2018)


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, 2019

 

*
Kenneth E. Rees
*By:   /s/ David Manshardt
David Manshardt, as attorney-in-fact

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