As filed with the Securities and Exchange Commission on November 9, 2017
Registration No. 333-205699
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

The J.G. Wentworth Company
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware  
(State or Other Jurisdiction of
Incorporation or Organization)
6199  
(Primary Standard Industrial
Classification Code Number)
46-3037859  
(I.R.S. Employer
Identification Number)
 
1200 Morris Drive, Suite 300
Chesterbrook, Pennsylvania 19087-5148
(484) 434-2300
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)


Stephen Kirkwood, Esq.
Executive Vice President, General Counsel and Corporate Secretary
1200 Morris Drive, Suite 300
Chesterbrook, Pennsylvania 19087-5148
(484) 434-2300
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)

Copies to:
Elisha D. Graff, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
 
Approximate date of commencement of proposed sale to the public: Not applicable.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ¨
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 

        

Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ý
 
Emerging growth company ý
 
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
 
 
 


        


DEREGISTRATION OF UNSOLD SECURITIES
 
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-205699) (as amended, the “Registration Statement”), which registered 1,600,000 shares of Class A common stock, par value $0.00001 per share (the “Shares”), of The J.G. Wentworth Company (the “Company”). The Company is filing this Post-Effective Amendment No. 1 in accordance with the undertaking in the Registration Statement to terminate the effectiveness of the Registration Statement and to remove from registration any Shares that remain unsold at the termination of the offering covered by the Registration Statement.

 


        


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Radnor, State of Pennsylvania, on the 9 th  day of November, 2017.
 
 
The J.G. Wentworth Company
 
 
 
 
 
By:
/s/ Stewart A. Stockdale
 
 
Name:
Stewart A. Stockdale
 
 
Title:
Chief Executive Officer
 
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.