Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
15 February 2024 - 8:32AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934*
(Amendment
No. 8)*
World
Acceptance Corporation
(Name
of Issuer)
Common
Stock, no par value
(Title
of Class of Securities)
981419104
(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) |
| |
☐ |
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. |
981419104 |
|
Page
2 of 9 |
| 1 |
NAME
OF REPORTING PERSONS
CAS Investment Partners, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 46-0901365 |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5 |
SOLE
VOTING
562,491(1) |
|
| 6 |
SHARED
VOTING POWER
0 |
|
| 7 |
SOLE
DISPOSITIVE POWER
562,491(1) |
|
| 8 |
SHARED
DISPOSITIVE POWER
0 |
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,491(1) |
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%(1)(2) |
|
| 12 |
TYPE
OF REPORTING PERSON
IA,
OO |
|
| |
|
|
|
|
| (1) | As
of December 31, 2023, Sosin Master, L.P. (“Sosin Master”) owned
388,960 shares of Common Stock of the Issuer and CSWR Partners, L.P. (“CSWR”)
owned 173,531 shares of Common Stock of the Issuer. CAS Investment Partners, LLC is the
investment manager of Sosin Master and CSWR and has been fully delegated the power to
vote and dispose or direct the disposition of all the shares of Common Stock owned by
Sosin Master and CSWR. |
| (2) | Based
on a total of 6,224,831 shares outstanding as of October 27, 2023 as set forth in the
Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission
on November 3, 2023. |
| CUSIP
No. |
981419104 |
|
Page
3 of 9 |
| 1 |
NAME
OF REPORTING PERSONS
Clifford Sosin†
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY |
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5 |
SOLE
VOTING
0 |
|
| 6 |
SHARED
VOTING POWER
562,491(1) |
|
| 7 |
SOLE
DISPOSITIVE POWER
0 |
|
| 8 |
SHARED
DISPOSITIVE POWER
562,491(1) |
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,491(1) |
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%(1)(2) |
|
| 12 |
TYPE
OF REPORTING PERSON
IN;
HC |
|
| |
|
|
|
|
| (1) | As
of December 31, 2023, Sosin Master owned 388,960 shares of Common Stock of the Issuer
and CSWR owned 173,531 shares of Common Stock of the Issuer. CAS Investment Partners,
LLC is the investment manager of Sosin Master and CSWR and has been fully delegated the
power to vote and dispose or direct the disposition of all the shares of Common Stock
owned by Sosin Master and CSWR. Clifford Sosin is the Managing Member of CAS Investment
Partners, LLC. |
| (2) | Based
on a total of 6,224,831 shares outstanding as of October 27, 2023 as set forth in the
Issuer’s most recent 10-Q filed with the Securities and Exchange Commission on
November 3, 2023. |
†
Mr. Sosin disclaims any beneficial ownership of the shares.
| CUSIP
No. |
981419104 |
|
Page
4 of 9 |
| Item
1(a). |
Name
of Issuer:
World
Acceptance Corporation
|
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices:
104
S Main Street, Greenville, South Carolina 29601
|
|
| |
Name
of Person Filing:
This
Schedule 13G/A is being filed with respect to an aggregate of 562,491 shares of Common Stock of the Issuer which are beneficially
owned by CAS Investment Partners, LLC as the investment manager of Sosin Master and CSWR with the power to vote and dispose or
direct the disposition of all securities owned by Sosin Master and CSWR. CAS Investment Partners, LLC is an investment adviser
registered with the Securities Exchange Commission under the Investment Advisers Act of 1940, as amended. Clifford Sosin is the
Managing Member of CAS Investment Partners, LLC and disclaims beneficial ownership of any securities covered by this Schedule
13G for the purposes of Section 13(d) or 13(g) of the Act or any other purpose. |
| |
|
| Item
2(a). |
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed
or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group
for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer
or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. |
| |
|
| Item
2(b). |
Address
of Principal Business Office or, if None, Residence:
575
Lexington Ave, Suite 12-101
New
York, NY 10022
|
|
| Item
2(c). |
Citizenship:
See
Item 4 on the cover pages hereto.
|
|
| Item
2(d). |
Title
of Class of Securities:
Common
Stock, no par value (“Common Stock”)
|
|
| Item
2(e). |
CUSIP
Number: 981419104 |
| Item
3. |
If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
|
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) |
☒ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
☒ |
A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); |
|
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
(15 U.S.C. 80a-3);
|
|
(j) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
| CUSIP
No. |
981419104 |
|
Page 5
of 9 |
|
| Item 4. |
Ownership.
|
|
|
|
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
|
|
(a) |
Amount beneficially owned: |
|
|
See Item 9 on the cover page(s) hereto.
|
|
|
|
|
|
|
|
(b) |
Percent of class: |
|
|
See Item 11 on the cover page(s) hereto.
|
|
|
|
|
|
|
|
(c) |
Number of shares as to which such person has:
|
|
|
|
|
|
(i) |
Sole power to vote or to direct
the vote: |
|
|
|
See Item 5 on the cover page(s) hereto.
|
|
|
|
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct
the vote: |
|
|
|
See Item 6 on the cover page(s) hereto.
|
|
|
|
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct
the disposition of: |
|
|
|
See Item 7 on the cover page(s) hereto.
|
|
|
|
|
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct
the disposition of 0 |
|
|
|
See
Item 8 on the cover page(s) hereto.
|
| |
|
|
|
|
|
|
| CUSIP No. |
981419104 |
|
Page 6 of 9 |
| Item 5. |
Ownership of Five Percent or Less of a Class. |
| |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐ |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
|
Not applicable. |
| 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 |
| CUSIP No. |
981419104 |
|
Page 7 of 9 |
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.
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.
|
CAS INVESTMENT PARTNERS,
LLC |
| |
Date: |
February 14, 2024 |
| |
|
|
|
By: |
/s/ Clifford Sosin |
|
Name: |
Clifford Sosin |
|
Title: |
Managing Member |
|
|
|
|
Clifford Sosin |
|
Date: |
February
14, 2024 |
| |
|
|
|
/s/ Clifford Sosin |
Page 8 of 9
EXHIBIT INDEX
Page 9 of 9
EXHIBIT 1
JOINT ACQUISITION STATEMENT
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she
or it knows or has reason to believe that such information is inaccurate.
|
CAS
INVESTMENT PARTNERS, LLC |
| |
Date: |
February
14, 2024 |
| |
|
|
|
By: |
/s/
Clifford Sosin |
|
Name: |
Clifford Sosin |
|
Title: |
Managing Member |
| |
|
|
| |
Clifford
Sosin |
| |
Date: |
February 14, 2024
|
| |
|
|
| |
/s/
Clifford Sosin |
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