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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Elah Holdings, Inc. [ ELLH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/22/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/22/2018 | P(1) | 3,402 | A | $48.33 | 184,439 | I | By 210/RELY Partners, LP(2)(3)(4)(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This transaction represents the private purchases by 210/RELY Partners, LP of (i) 114 shares from Aleris Corporation ("Aleris"), which represents the aggregated fractional shares created when Aleris made a pro rata distribution on May 23, 2018 of its shares of common stock of Elah Holdings, Inc. (f/k/a Real Industry, Inc.) (the "Issuer") to its stockholders (the "Aleris Distribution"), and (ii) 3,288 shares from Apollo ALS Holdings II LP ("Apollo"), which represents a portion of the shares Apollo received in the Aleris Distribution. |
| 2. This statement is being jointly filed by (i) C. Clark Webb, in his capacity as a director of the Issuer, (ii) Robert H. Alpert, in his capacity as a director of the Issuer, (iii) 210/RELY Partners, LP ("210 Partners"), (iv) 210/RELY Investment, LLC ("210 Investment"), (v) 210 Capital, LLC ("210 Capital"), (vi) Covenant RHA Partners, L.P. ("RHA Partners"), (vii) CCW/LAW Holdings, LLC ("CCW Holdings"), and (viii) RHA Investments, Inc. ("RHA Investments")(collectively, the "Reporting Persons"). |
| 3. 210 Investment is the general partner of, and may be deemed to beneficially own certain securities owned by, 210 Partners. 210 Capital is the sole member of, and may be deemed to beneficially own certain securities owned by, 210 Investment. RHA Partners and CCW Holdings are the members of, and may be deemed to beneficially own certain securities owned by, 210 Capital. Mr. Webb is the sole member of, and may be deemed to beneficially own certain securities owned by, CCW Holdings. RHA Investments is the general partner of, and may be deemed to beneficially own certain securities owned by, RHA Partners. Mr. Alpert is the President and sole shareholder of, and may be deemed to beneficially own certain securities owned by, RHA Investments. |
| 4. The Reporting Persons state that neither the filing of this Form 4 nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owners of any securities covered by this Form 4. The Reporting Persons disclaim beneficial ownership of the securities covered by this Form 4, except to the extent of the pecuniary interest of such persons in such securities, if any. |
| 5. Represents common stock of the Issuer owned directly by 210 Partners. |
| Remarks: |
| See Exhibit 99 for signatures of Reporting Persons | 07/11/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||