Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 02 2024 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Upbound
Group Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
76009N100
(CUSIP
Number)
December 31,
2023
(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)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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.
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. 76009N100 |
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1 |
Name of Reporting |
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Person: Aaron Allred |
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I.R.S. Identification Number of Above Person (Entities Only): |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
¨ |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of |
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Organization United States |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power |
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2,206,082 (1) |
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6 |
Shared Voting Power |
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2,896,600 (2) |
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7 |
Sole Dispositive Power |
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2,206,082 (1) |
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8 |
Shared Dispositive Power |
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2,896,600 (2) |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting |
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Person 5,102,682 (1) (2) |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
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11 |
Percent of Class Represented by Amount in |
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Row
(9) 9.4% (1)(2)(3) |
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12 |
Type of Reporting Person |
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IN |
(1) | Includes
(a) 2,200,813 shares of Common Stock held by the Reporting Person and (b) 5,269
shares of Common Stock that the Reporting Person has the right to acquire from the Issuer
within sixty days of December 31, 2023 pursuant to the vesting of restricted stock units. |
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(2) | Includes
2,896,600 shares owned by Arklow Holdings, LLC, a Utah limited liability company owned by
the Reporting Person and certain family members. |
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(3) | Based
on 54,294,852 shares of Common Stock outstanding as reported by the Issuer in its Form 10-Q
filed with the SEC on November 2, 2023. |
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Item
1(a). |
Name
of Issuer. |
Item
1(b). |
The
name of the issuer is Upbound Group, Inc. (the “Issuer”). |
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Address
of Issuer’s Principal Executive Offices. |
Item
2(a). |
The
principal executive offices of the Issuer are located at 5501 Headquarters Drive, Plano, TX 75024. |
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Names
of Persons Filing. |
Item
2(b). |
This
Schedule 13G is filed on behalf of Aaron Allred. |
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Address
or Principal Business Office or, if none, Residence. |
Item
2(c). |
c/o
Acima Digital 13907 Minuteman Dr, 5th Floor, Draper, UT 84020. |
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Citizenship. |
Item
2(d). |
Aaron
Allred is a citizen of the United States of America. |
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Title
of Class of Securities. |
Item
2(e). |
Common
Stock, par value $0.01 per share (the “Common Stock”). |
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CUSIP
Number. |
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76009N100 |
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Item
3. |
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If
this statement is filed pursuant to Rule 13d-1(b), or 13d-3(b) or (c), check whether the person filing is a: |
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x |
Not
Applicable |
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(a) |
¨ |
Broker
or dealer registered under section 15 of the Act; |
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(b) |
¨ |
Bank
as defined in section 3(a)(6) of the Act; |
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(c) |
¨ |
Insurance
company as defined in section 3(a)(19) of the Act; |
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(d) |
¨ |
Investment
company registered under section 8 of the Investment Company Act of 1940; |
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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 of
1940; |
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(j) |
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A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
Item
4. |
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Ownership: |
The
information required by Item 4 is set forth in Rows 5-11 of the cover page hereto and is incorporated herein by reference for
the Reporting Person. The Reporting Person is (a) the record owner of 2,200,813 shares of Common Stock and (b) has the right to
acquire an additional 5,269 shares of Common Stock from the Issuer within sixty days of December 31, 2023 pursuant to the vesting of
restricted stock units, with respect to which he has sole voting and dispositive power. The Reporting Person is a general member and
manager of Arklow Holdings, LLC, a Utah limited liability company (the “LLC”) and record owner of 2,896,600 shares of
Common Stock. As a general member and manager of the LLC, the Reporting Person shares voting and dispositive power over such
shares.
Item
5. |
Ownership
of Five Percent or Less of a Class. |
Not
applicable.
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
The
Reporting Person’s spouse and children may have the right to receive or the power to direct the receipt of the dividends from,
and any proceeds from the sale of, the shares. No such individual interest relates to more than 5% of the outstanding Common Stock.
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not
applicable.
Item
8. |
Identification
and Classification of Members of the Group. |
Not
applicable.
Item
9. |
Notice
of Dissolution of Group. |
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
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 2, 2024 |
Aaron
Allred |
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By: |
/s/
Aaron Allred |
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Name: |
Aaron
Allred |
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