- Amended Statement of Ownership (SC 13G/A)
February 14 2012 - 3:43PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO §240.13d-2
(Amendment No. 5)*
CompuCredit
Holdings Corporation
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
20478T107
(CUSIP Number)
December 31, 2011
(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)
x
Rule 13d-1(d)
*
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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 the disclosures provided in a prior cover page.
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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).
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1.
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NAMES OF REPORTING PERSONS
Frank J. Hanna, III
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2.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
6,442,396 (a)(b)(c)
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
6,442,396 (a)(b)(c)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,442,396 (a)(b)(c)
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10.
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CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
27.3%
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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(a)
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Includes 5,398,368 shares of CompuCredit Holdings Corporation (the Company) common stock held by FSH Capital, LLC (FSH). Frank J. Hanna, III
owns the majority of the economic interests in FSH, and the Operating Agreement of FSH provides that Frank J. Hanna, III shall solely possess the power to vote and dispose of the Companys common stock held by FSH.
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(b)
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Includes 1,044,028 shares of the Companys common stock held by Bravo Trust One (BTO). Frank J. Hanna, III is the sole shareholder and serves as the
President of Bravo One Company, Inc., which is the sole trustee of BTO. Frank J. Hanna, III and members of Frank J. Hanna IIIs immediate family are the beneficiaries of BTO.
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(c)
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Excludes 5,483,435 shares of the Companys common stock that have been pledged to an entity controlled by Frank J. Hanna, III (the Pledgee) to secure a
loan to an entity controlled by David G. Hanna and members of David G. Hannas immediate family. The pledge agreement, prior to default, does not grant to the Pledgee (i) the power to vote or to direct the vote of the pledged shares or (ii) the
power to dispose or direct the disposition of the pledged shares.
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1.
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NAMES OF REPORTING PERSONS
FSH Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Nevada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
5,398,368
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
5,398,368
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,398,368
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10.
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CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
22.9%
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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1.
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NAMES OF REPORTING PERSONS
Bravo Trust One
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2.
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Nevada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
1,044,028
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
1,044,028
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,044,028
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10.
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CHECK IF THE AGGREGATE AMOUNT IN
ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
4.4%
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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Item 1.
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(a)
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Name of Issuer
:
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CompuCredit Holdings Corporation
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(b)
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Address of Issuers Principal Executive Offices
:
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Five Concourse Parkway, Suite 400
Atlanta, Georgia 30328
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Item 2.
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(a)
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Name of Person Filing
:
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Frank J. Hanna, III
FSH Capital, LLC
Bravo Trust One
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(b)
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Address of Principal Business Office or, if
N
one, Residence
:
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Frank J. Hanna, III
c/o CompuCredit Holdings Corporation
Five Concourse Parkway, Suite 400
Atlanta, Georgia 30328
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FSH Capital, LLC
101 Convention Center Drive, Suite 850
Las
Vegas, Nevada 89109
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Bravo Trust One
101 Convention Center Drive, Suite 850
Las
Vegas, Nevada 89109
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(c)
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Citizenship
:
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Frank J. Hanna, III United States of America
FSH Capital, LLC Nevada
Bravo Trust One Nevada
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(d)
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Title of Class of Securities
:
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Common stock, no par value per share
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(e)
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CUSIP Number
:
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20478T107
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Item 3.
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If this statement is filed pursuant to
§§ 240.13d-1(b), or 240.13d-2(b) or (c),
c
heck
w
hether the
p
erson
f
iling is a:
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Not Applicable
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Item 4.
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Ownership
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(a)
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Amount beneficially owned as of December 31, 2011:
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Frank J. Hanna, III is deemed to beneficially own 6,442,396 shares of CompuCredit Holdings Corporation (the Company) common stock, but does not directly
own any shares of the Companys common stock.
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Frank J. Hanna, III is deemed the beneficial owner of 5,398,368 shares of the Companys common stock held by FSH Capital, LLC (FSH). Frank J. Hanna,
III owns the majority of the economic interests in FSH, and the Operating Agreement of FSH provides that Frank J. Hanna, III shall solely possess the power to vote and dispose of the Companys common stock held by FSH.
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Frank J. Hanna, III is deemed the beneficial owner of 1,044,028 shares of the Companys common stock held by Bravo Trust One (BTO). Frank J. Hanna,
III is the sole shareholder and serves as the President of Bravo One Company, Inc., which is the sole trustee of BTO. Frank J. Hanna, III and members of Frank J. Hanna, IIIs immediate family are the beneficiaries of BTO.
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(b)
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Percent of Class:
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Frank J. Hanna, III 27.3%
FSH Capital, LLC 22.9%
Bravo Trust One 4.4%
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Based on 23,559,402 shares of the Companys common stock outstanding as of December 31, 2011 (according to information provided by the Company).
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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Frank J. Hanna, III 0
FSH Capital, LLC 0
Bravo Trust One
0
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(ii)
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Shared power to vote or to direct the vote:
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Frank J. Hanna, III 6,442,396
FSH Capital, LLC 5,398,368
Bravo Trust One 1,044,028
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(iii)
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Sole power to dispose or to direct the disposition of:
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Frank J. Hanna, III 0
FSH Capital, LLC 0
Bravo Trust One
0
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(iv)
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Shared power to dispose or to direct the disposition of:
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Frank J. Hanna, III 6,442,396
FSH Capital, LLC 5,398,368
Bravo Trust One 1,044,028
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More
T
han Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on B
y the Parent Holding Company
or Control
Person.
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certifications
.
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Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2012
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/s/ Frank J. Hanna, III
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Frank J. Hanna, III
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FSH Capital, LLC
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By:
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/s/ Sally R. Hanna
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Name:
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Sally R. Hanna
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Title:
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Manager
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Bravo Trust One
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By: Bravo One Company, Inc., as sole trustee
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By:
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/s/ Joshua C. Miller
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Name:
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Joshua C. Miller
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Title:
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Assistant Secretary*
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*
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Pursuant to the power of attorney filed as Exhibit 99.1 to this statement and incorporated herein by reference.
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Exhibit Index
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Exhibit A
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Joint Filing Agreement Pursuant to Rule 13d-1(k)
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Exhibit 99.1
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Power of Attorney
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Exhibit A
Joint Filing Agreement
This agreement is made pursuant to Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended (the Act), by and among the parties listed below, each referred to herein as a Joint Filer. The Joint Filers agree that a statement of beneficial ownership as required by
Section 13(d) of the Act and the rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that
they each satisfy the requirements for making a joint filing under Rule 13d-1.
Dated: February 14, 2012
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/s/ Frank J. Hanna, III
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Frank J. Hanna, III
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FSH Capital, LLC
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By:
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/s/ Sally R. Hanna
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Name:
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Sally R. Hanna
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Title:
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Manager
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Bravo Trust One
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By: Bravo One Company, Inc., as sole trustee
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By:
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/s/ Joshua C. Miller
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Name:
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Joshua C. Miller
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Title:
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Assistant Secretary*
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*
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Pursuant to the power of attorney filed as Exhibit 99.1 to this statement and incorporated herein by reference.
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