Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rahilly Sean

(Last)

(First)

(Middle)

C/O ENOVA INTERNATIONAL, INC.

175 W. JACKSON BOULEVARD, SUITE 600

(Street)

CHICAGO

IL

60604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Enova International, Inc. [ ENVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.00001 per share	07/26/2024		M		10,158	A	$20.85	112,107	D
Common stock, par value $0.00001 per share	07/26/2024		S		10,158	D	$81.3649⁽¹⁾	101,949	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy) with limited SAR⁽²⁾⁽³⁾	$20.85	07/26/2024		M			10,158	⁽⁴⁾	02/13/2025	Common stock; par value $0.00001 per share	10,158	$0	0⁽⁵⁾	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $81.02 to $81.845. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer full information regarding the number of shares and the prices at which the transaction was effected.

2. The limited stock appreciation right ("SAR") and employee stock option were granted in tandem. Accordingly, the exercise of one results in the expiration of the other. The SAR may be exercised only during the period beginning on the first day following the date that a "Change in Control" of Issuer occurs (as defined in the related grant agreement) and ending on the thirtieth day following such date. Upon exercise, the grantee shall be able to receive an amount equal to the product computed by multiplying (i) the excess of the "Offer Value Per Share" over the exercise price of the underlying option by (ii) the number of shares with respect to which the SAR is being exercised; provided, that such amount shall only be payable in the event an "Offer" is made.

3. The "Offer Value Per Share" means the average selling price of Issuer's common stock during the period of 30 days ending on the date on which the SAR is exercised. "Offer" means any tender offer or exchange offer for outstanding shares of Issuer representing at least 30% of the total voting power of the stock of Issuer, or an offer to purchase assets from Issuer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Issuer, other than an offer made by Issuer.

4. The options vested in substantially equal one-third increments on each of the following dates: February 13, 2019, February 13, 2020 and February 13, 2021.

5. Reflects the number of shares underlying unexercised options solely with respect to the Reporting Person's February 13, 2018 stock option award.

	/s/ Sean Rahilly	07/30/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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