UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)
Under the Securities Exchange Act of 1934
ENOVA
INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
29357K103
(CUSIP Number)
Eleftheria Kollosi
Archiepiskopou Makariou III, 73,
Methonis Tower, 7th Floor, Flat/office 703,
P.C. 1070, Nicosia, Cyprus
with a copy to
Alex
Kravchenko
Vlad Dulgerov
8 Presnenskaya Naberezhnaya, Building 1, office. 12B,
Moscow 123317, Russia
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 12, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e),
13d-1(f)
or
13d-1(g),
check the following box. ☐
Note:
Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on 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 (the 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).
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1.
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Name of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Nakula Management Limited
00-0000000
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Cyprus
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
1,850,711 shares of Common Stock
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
1,850,711 shares of Common Stock
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,850,711 shares of Common Stock
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12.
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Check If the Aggregate Amount in Row
(11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
5.5% of Common Stock*
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14.
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Type of Reporting Person
OO
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*
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The Reporting Person is the direct beneficial owner of approximately 5.5% of the Issuers outstanding voting capital stock. See Item 5. The calculated percentages are based on 33,214,594 shares of Common Stock
outstanding as stated in the Issuers Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2016, filed with the Securities and Exchange Commission on November 2, 2016.
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1.
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Name of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Eleftheria Kollosi
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Greece
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
1,850,711 shares of Common Stock*
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
1,850,711 shares of Common Stock
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,850,711 shares of Common Stock
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12.
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Check If the Aggregate Amount in Row
(11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
5.5% of Common Stock*
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14.
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Type of Reporting Person
IN
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*
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The Reporting Person is the direct beneficial owner of approximately 5.5% of the Issuers outstanding voting capital stock. See Item 5. The calculated percentages are based on 33,214,594 shares of Common Stock
outstanding as stated in the Issuers Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2016, filed with the Securities and Exchange Commission on November 2, 2016.
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1.
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Name of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Mr. Oleg V. Boyko
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2.
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Russia, Italy
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
1,850,711 shares of Common Stock
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
1,850,711 shares of Common Stock
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,850,711 shares of Common Stock
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12.
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Check If the Aggregate Amount in Row
(11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
5.5% of Common Stock*
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14.
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Type of Reporting Person
IN
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*
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The Reporting Person is the direct beneficial owner of approximately 5.5% of the Issuers outstanding voting capital stock. See Item 5. The calculated percentages are based on 33,214,594 shares of Common Stock
outstanding as stated in the Issuers Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2016, filed with the Securities and Exchange Commission on November 2, 2016.
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Amendment No. 6 to Schedule 13D
This Amendment No. 6 (this Amendment) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the SEC) on
September 11, 2015, as amended by Amendment No. 1 filed with the SEC on September 28, 2015, Amendment No. 2 filed with the SEC on October 16, 2015, Amendment No. 3 filed with the SEC on November 9, 2015, Amendment
No. 4 filed with the SEC on November 15, 2016 and Amendment No. 5 filed with the SEC on December 22, 2016 (the Schedule 13D) is being filed on behalf of Nakula Management Limited, a Cyprus limited liability company
(Nakula), Eleftheria Kollosi, the sole director of Nakula (Ms. Kollosi), and Mr. Oleg V. Boyko, the ultimate beneficial owner of Nakula (Mr. Boyko and, collectively with Nakula and
Ms. Kollosi, the Reporting Persons), relating to Common Stock ($.00001 par value) (the Common Stock) of Enova International, Inc. (Enova).
This Amendment relates to Common Stock of Enova sold by Nakula (the Nakula Account). Nakula may direct the vote and disposition of the 1,850,711
shares of Common Stock that it holds directly. Each of Ms. Kollosi, as the director of Nakula, and Mr. Boyko, as the ultimate beneficial owner of Nakula, may direct the vote and disposition of the 1,850,711 shares of Common Stock held by
the Nakula Account.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and (b) of the Schedule 13D are hereby amended and restated to read as follows:
(a) As of the morning of January 13, 2017, Nakula is the direct beneficial owner of 1,850,711 shares of Common Stock, representing approximately 5.57% of
Enovas outstanding Common Stock. Each of Nakula, Ms. Kollosi, as the director of Nakula, and Mr. Boyko, as the ultimate beneficial owner of Nakula, may be deemed the beneficial owner of the 1,850,711 shares of Common Stock,
representing approximately 5.57% of Enovas outstanding Common Stock, held by the Nakula Account.
Neither the filing of this Amendment nor any of
its contents will be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any shares of Enova (other than as described in this Item 5(a)) for the purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, or for any other purposes, and such beneficial ownership is expressly disclaimed.
* The calculated percentages are based on 33,214,594
shares of Common Stock outstanding as stated in the Issuers Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2016, filed with the SEC on November 2, 2016.
Mr. Boyko holds the shares of Nakula through Feldmans Services Limited, which serves as his nominee.
(b) Each of Nakula and Mr. Boyko may be deemed to have sole power to direct the voting and disposition of 1,850,711 shares of Common Stock held directly.
Ms. Kollosi has the sole ability to vote the 1,850,711 shares of Common Stock held by the Nakula Account.
Item 5(c) is supplemented as follows:
(c)
The following sales of a total of 394,764 shares of Common Stock were made by Nakula since the last amendment in the open market with and through
broker dealers, inclusive of any transaction effective through 9:30 A.M. New York City time on January 13, 2017. All prices reported include net reductions for commissions.
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Date
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Quantity
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Price, USD
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December 27, 2016
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54,400
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$
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12.87
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December 28, 2016
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18,924
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$
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12.88
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January 4, 2017
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50,000
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$
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13.38
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January 6, 2017
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50,000
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$
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13.75
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January 9, 2017
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100,000
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$
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13.63
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January 11, 2017
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55,013
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$
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13.73
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January 12, 2017
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66,427
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$
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13.92
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SIGNATURES
After
reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this Schedule 13D is true, complete and correct.
Date: January 13, 2017
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NAKULA MANAGEMENT LIMITED
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By:
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/s/ Eleftheria Kollosi
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Name: Eleftheria Kollosi
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Title: Director
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Date: January 13, 2017
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ELEFTHERIA KOLLOSI
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/s/ Eleftheria Kollosi
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Date: January 13, 2017
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OLEG V. BOYKO
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/s/ Oleg V. Boyko
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