UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☐ Rule13d-1(c)
☒ Rule13d-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. 28621V 101
| (1) | Names of reporting persons
Kenneth E. Rees | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
U.S.A. | |||||
Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
2,043,440 (1) | ||||
| (6) | Shared voting power
924,492 (2) | |||||
| (7) | Sole dispositive power
2,043,440 (1) | |||||
| (8) | Shared dispositive power
924,492 (2) | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
2,967,932 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (9)
6.7% | |||||
| (12) | Type of reporting person (see instructions)
IN | |||||
| (1) | Includes (a) 798,606 shares of common stock issuable upon the exercise of options to purchase common stock that are exercisable within 60 days of December 31, 2018, (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. |
| (2) | 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. |
CUSIP No. 28621V 101
| Item 1(a). | Name of Issuer: |
Elevate Credit, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
4150 International Plaza, Suite 300
Fort Worth, Texas 76109
| Item 2(a). | Name of Person Filing |
Kenneth E. Rees
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
C/o Elevate Credit Inc.
4150 International Plaza, Suite 300
Fort Worth, Texas 76109
| Item 2(c). | Citizenship |
U.S.A.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0004 per share (the “Common Stock”)
| Item 2(e). | CUSIP Number: |
28621V 101
| Item 3. | If This Statement is Filed Pursuant to Rule13d-1(b), or13d-2(b) or (c), Check Whether the Person Filing is a: |
Not Applicable
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act. | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act. | ||
| (e) | ☐ | An investment adviser in accordance with Rule13d-1(b)(1)(ii)(E). | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule13d-1(b)(1)(ii)(F). | ||
| (g) | ☐ | A parent holding company or control person in accordance with Rule13d-1(b)(1)(ii)(G). | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | ||
CUSIP No. 28621V 101
| (j) | ☐ | Group, in accordance with Rule13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group, in accordance with Rule240.13d-1(b)(1)(ii)(K). If filing as anon-U.S. institution in accordance with Rule240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
2,967,932 shares. Includes 798,606 shares of common stock issuable upon the exercise of options to purchase common stock that are exercisable within 60 days of December 31, 2018. 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 Rule13d-3 of the Exchange Act to have shared voting power to dispose of the shares held directly or indirectly by Jeanne M. Gulner.
| (b) | Percent of class: |
Approximately 6.7% of the shares of Common Stock outstanding as of December 31, 2018, assuming 44,127,868 shares outstanding, representing (i) 43,329,262 shares outstanding as of December 31, 2018 and (ii) 798,606 shares subject to options to purchase common stock exercisable within 60 days of December 31, 2018.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
2,043,440
| (ii) | Shared power to vote or to direct the vote |
924,492
| (iii) | Sole power to dispose or to direct the disposition of |
2,043,440
| (iv) | Shared power to dispose or to direct the disposition of |
924,492
| 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. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
CUSIP No. 28621V 101
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
EXHIBIT INDEX
Exhibit | Document | |
| 1 | Power of Attorney – Kenneth E. Rees (incorporated by reference to Exhibit 1 of the Schedule 13G filed by Kenneth E. Rees on February 14, 2018) | |
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, 2019
| * | ||
| Kenneth E. Rees | ||
| *By: | /s/ David Manshardt | |
| David Manshardt, asattorney-in-fact | ||
