Statement of Ownership (sc 13g)
February 14 2018 - 5:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
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, 2017
(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)
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*
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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.
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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).
CUSIP No. 28621V 101
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(1)
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Names of
reporting persons
Kenneth E. Rees
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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
U.S.A.
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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
1,915,961 (1)
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(6)
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Shared voting power
924,492 (2)
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(7)
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Sole dispositive power
1,915,961 (1)
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(8)
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Shared dispositive power
924,492 (2)
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(9)
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Aggregate amount beneficially owned by each reporting person
2,840,453
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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)
6.6%
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(12)
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Type of reporting person (see
instructions)
IN
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(1)
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Includes (a) 782,986 shares of common stock issuable upon the exercise of options to purchase common stock that are exercisable within 60 days of December 31, 2017, (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.
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(2)
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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.
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CUSIP No. 28621V 101
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Item 1(a).
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Name of Issuer:
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Elevate Credit, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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4150 International
Plaza, Suite 300
Fort Worth, Texas 76109
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Item 2(a).
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Name of Person Filing
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Kenneth E. Rees
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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C/o Elevate Credit
Inc.
4150 International Plaza, Suite 300
Fort Worth, Texas 76109
U.S.A.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.0004 per
share (the “Common Stock”)
28621V 101
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Item 3.
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If This Statement is Filed Pursuant to Rule
13d-1(b),
or
13d-2(b)
or (c), Check Whether the Person Filing is a:
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Not Applicable
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(a)
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☐
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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CUSIP No. 28621V 101
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(j)
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☐
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Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
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(k)
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☐
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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:
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(a)
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Amount beneficially owned:
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2,840,453 shares. Includes 782,986 shares of common stock issuable
upon the exercise of options to purchase common stock that are exercisable within 60 days of December 31, 2017. 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.
Approximately 6.6% of the shares of Common Stock outstanding as of
December 31, 2017, assuming 42,948,510 shares outstanding, representing (i) 42,165,524 shares outstanding as of December 31, 2017 and (ii) 782,986 shares subject to options to purchase common stock exercisable within 60 days of
December 31, 2017.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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1,915,961
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(ii)
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Shared power to vote or to direct the vote
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924,492
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(iii)
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Sole power to dispose or to direct the disposition of
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1,915,961
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(iv)
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Shared power to dispose or to direct the disposition of
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924,492
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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 than 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 That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
CUSIP No. 28621V 101
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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.
Not applicable.
EXHIBIT INDEX
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Exhibit No.
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Document
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1
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Power of Attorney – Kenneth E. Rees
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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, 2018
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*
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Kenneth E. Rees
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*By:
/s/ Corin
Erby
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Corin Erby, as
attorney-in-fact
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