UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
PRA Group, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
69354N106
(CUSIP Number)
GLENN W. WELLING
ENGAGED CAPITAL, LLC
610 Newport Center Drive, Suite 950
Newport Beach, California 92660
(949) 734-7900
RYAN NEBEL
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
February 16, 2024
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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.
1
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 disclosures provided
in a prior cover page.
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 (“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 PERSON |
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Engaged Capital Flagship Master Fund, LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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| NUMBER OF |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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- 0 - |
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| OWNED BY |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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1,950,364 |
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| PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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1,950,364 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,950,364 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.97% |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Engaged Capital, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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| NUMBER OF |
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7 |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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- 0 - |
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| OWNED BY |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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1,950,364 |
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| PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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1,950,364 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,950,364 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.97% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Engaged Capital Holdings, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(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 |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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| NUMBER OF |
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7 |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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- 0 - |
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| OWNED BY |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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1,950,364 |
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| PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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1,950,364 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,950,364 |
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12 |
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CHECK BOX 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) |
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4.97% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Glenn W. Welling |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(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 |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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| NUMBER OF |
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7 |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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- 0 - |
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| OWNED BY |
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8 |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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1,950,364 |
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| PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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1,950,364 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,950,364 |
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12 |
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CHECK BOX 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) |
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4.97% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased by Engaged
Capital Flagship Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business). The aggregate purchase price of the 1,950,364 Shares beneficially owned by Engaged Capital Flagship
Master is approximately $36,424,184, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
The sales of Shares reported
herein were undertaken for the purposes of effectuating a portfolio rebalancing and are not an indication of the Reporting Persons’
view on the future prospects of the Issuer. The Issuer remains one of the largest positions in Engaged Capital’s portfolio.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a), (c) and (e) are
hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 39,244,145 Shares outstanding as of October 31,
2023, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities
and Exchange Commission on November 7, 2023.
As of the date hereof, Engaged
Capital Flagship Master directly beneficially owned 1,950,364 Shares, constituting approximately 4.97% of the Shares outstanding.
Engaged Capital, as the general
partner and investment adviser of Engaged Capital Flagship Master, may be deemed to beneficially own the 1,950,364 Shares owned by Engaged
Capital Flagship Master, constituting approximately 4.97% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged
Capital, may be deemed to beneficially own the 1,950,364 Shares owned by Engaged Capital Flagship Master, constituting approximately 4.97%
of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to
beneficially own the 1,950,364 Shares owned by Engaged Capital Flagship Master, constituting approximately 4.97% of the Shares outstanding.
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions
were effected in the open market unless otherwise noted therein.
(e) As
of February 16, 2024, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
SIGNATURES
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 16, 2024
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Engaged Capital Flagship Master Fund, LP |
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By: |
Engaged Capital, LLC
General Partner |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
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Title: |
Founder and Chief Investment Officer |
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Engaged Capital, LLC |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
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Title: |
Founder and Chief Investment Officer |
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Engaged Capital Holdings, LLC |
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By: |
/s/ Glenn W. Welling |
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Name: |
Glenn W. Welling |
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Title: |
Sole Member |
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/s/ Glenn W. Welling |
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Glenn W. Welling |
SCHEDULE A
Transactions in Securities of the Issuer
During the Past 60 Days
| Nature of the Transaction |
Securities
Purchased/(Sold) |
Price Per
Security($) |
Date of
Purchase/Sale |
ENGAGED CAPITAL FLAGSHIP MASTER FUND,
LP
| Sale of Common Stocks |
(5,004) |
29.0353 |
02/16/2024 |
| Sale of Common Stock |
(6,616) |
30.7668 |
02/16/2024 |
| Sale of Common Stock |
(36,300) |
27.9548 |
02/16/2024 |
| Sale of Common Stock |
(12,466) |
28.8655 |
02/16/2024 |
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