TCV V Form 3 Elevate Credit / John C. Rosenberg ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

TECHNOLOGY CROSSOVER MANAGEMENT V LLC

(Last) (First) (Middle)

C/O TCMI, INC.

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2017

3. Issuer Name and Ticker or Trading Symbol
Elevate Credit, Inc. [ ELVT ]

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
May be part of a 13(g) group

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,822(1)	I	TCV V, L.P.(2)
Common Stock	286(1)	I	TCV Member Fund, L.P.(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(4)	(4)	Common Stock	368,215(1)	(4)	I	TCV V, L.P.(2)
Series A Preferred Stock	(4)	(4)	Common Stock	7,078(1)	(4)	I	TCV Member Fund, L.P.(3)
Series B Preferred Stock	(5)	(5)	Common Stock	1,972,415(1)	(5)	I	TCV V, L.P.(2)
Series B Preferred Stock	(5)	(5)	Common Stock	39,348(1)	(5)	I	TCV Member Fund, L.P.(3)
Restricted Stock Units	(6)	(6)	Common Stock	2,444(1)	0	I	John Rosenberg(7)

1. Name and Address of Reporting Person^*

TECHNOLOGY CROSSOVER MANAGEMENT V LLC

(Last) (First) (Middle)

C/O TCMI, INC.

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCV V LP

(Last) (First) (Middle)

C/O TCMI, INC.

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCV Member Fund, L.P.

(Last) (First) (Middle)

C/O TCMI, INC.

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HOAG JAY C

(Last) (First) (Middle)

C/O TCMI, INC.

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KIMBALL RICK

(Last) (First) (Middle)

C/O TCMI, INC.

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DREW JOHN

(Last) (First) (Middle)

C/O TCMI, INC.

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REYNOLDS JON Q JR

(Last) (First) (Middle)

C/O TCMI, INC.

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rosenberg John C.

(Last) (First) (Middle)

C/O TCMI, INC.

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. The number of shares of common stock reported does not reflect a 2.5-for-1 forward stock split, to be effective upon the closing of the issuer's initial public offering.

2. These securities are directly held by TCV V, L.P. ("TCV V"). Jay C. Hoag, Richard H. Kimball, John L. Drew, and Jon Q. Reynolds are Class A Members (collectively, the "TCM V Members") and John C. Rosenberg is an Assignee of Technology Crossover Management V, L.L.C. ("TCM V") which is the general partner of TCV V. The TCM V Members, Mr. Rosenberg and TCM V may be deemed to beneficially own the securities held by TCV V, but each of the TCM V Members, Mr. Rosenberg and TCM V disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. These securities are directly held by TCV Member Fund, L.P. ("TCV Member Fund"). The TCM V Members are Members and Mr. Rosenberg is an Assignee of TCM V, which is a general partner of TCV Member Fund. The TCM V Members and Mr. Rosenberg are also limited partners of TCV Member Fund. The TCM V Members, Mr. Rosenberg and TCM V may be deemed to beneficially own the securities held by TCV Member Fund, but each of the TCM V Members, Mr. Rosenberg and TCM V disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

4. The Series A preferred stock is convertible into issuer common stock on a one-for-one basis and has no expiration date.

5. The Series B preferred stock is convertible into issuer common stock on a one-for-one basis and has no expiration date.

6. The restricted stock units will vest upon the later of July 1, 2017 or the expiration of the lock-up period following the issuer's initial public offering. If not vested earlier, the restricted stock units will expire on September 21, 2026.

7. These securities are directly held by John C. Rosenberg. Mr. Rosenberg has sole voting and dispositive power over the securities he holds directly. However, TCV Management 2004, L.L.C. has a right to 100% of the pecuniary interest in such securities. The TCM V Members are members of TCV Management 2004, L.L.C. The TCM V Members each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

	By: Frederic D. Fenton, Authorized Signatory for Technology Crossover Management V, L.L.C.	04/06/2017
	By: Frederic D. Fenton, Authorized Signatory for TCV V, L.P.	04/06/2017
	By: Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P.	04/06/2017
	By: Frederic D. Fenton, Authorized Signatory for Jay C. Hoag	04/06/2017
	By: Frederic D. Fenton, Authorized Signatory for Richard H. Kimball	04/06/2017
	By: Frederic D. Fenton, Authorized Signatory for John L. Drew	04/06/2017
	By: Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds	04/06/2017
	By: Frederic D. Fenton, Authorized Signatory for John C. Rosenberg	04/06/2017
	** Signature of Reporting Person	Date
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