|
UNITED STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
SCHEDULE 13G
|
(Rule 13d-102)
|
|
Information Statement Pursuant to Rules 13d-1(b), (c) and (d)
and amendments thereto
filed pursuant to Rule 13d-2(b)
|
|
(Amendment No. 1)*
|
|
|
Elevate Credit, Inc.
|
|
(Name of Issuer)
|
|
|
Common Stock, $0.0004 par value
|
|
(Title of Class of Securities)
|
|
|
28621V101
|
|
(CUSIP Number)
|
|
|
December
31, 2017
|
|
Date of Event Which Requires Filing of the 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 disclosures provided in a prior cover page.
The information required on 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).
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VPC Specialty Lending Investments Intermediate,
L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,012,000 shares
(1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
1,012,000 shares
(1)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,012,000 shares
(1)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
(2)
|
12.
|
TYPE OF REPORTING PERSON
PN
|
(1) The number of
shares reported as beneficially owned is as of December 31, 2017.
(2) Based on 41,859,871
outstanding shares of the Common Stock of Issuer as of November 7, 2017, as reported in the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2017, as filed with the U.S. Securities and Exchange Commission (the “SEC”)
on November 9, 2017.
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VPC Special Opportunities Fund III Onshore, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,049,348 shares
(3)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
1,049,348 shares
(3)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,348 shares
(3)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
(4)
|
12.
|
TYPE OF REPORTING PERSON
PN
|
(3) See footnote (1)
above.
(4) See footnote (2)
above.
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VPC Onshore Specialty Finance Fund II, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
179,400 shares
(5)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
179,400 shares
(5)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,400 shares
(5)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
(6)
|
12.
|
TYPE OF REPORTING PERSON
PN
|
(5) See footnote (1)
above.
(6) See footnote (2)
above.
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VPC Specialty Lending Fund (NE), L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
188,600 shares
(7)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
188,600 shares
(7)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,600 shares
(7)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
(8)
|
12.
|
TYPE OF REPORTING PERSON
PN
|
(7) See footnote (1)
above.
(8) See footnote (2)
above.
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VPC Specialty Lending Investments Intermediate GP,
LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,012,000 shares
(9)(10)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
1,012,000 shares
(9)(10)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,012,000 shares
(9)(10)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
2.4%
(11)
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
12.
|
TYPE OF REPORTING PERSON
OO
|
(9) Consists of shares
of Common Stock of Issuer held by VPC Specialty Lending Investments Intermediate, L.P., of which VPC Specialty Lending Investments
Intermediate GP, LLC is the general partner.
(10) See footnote
(1) above.
(11) See footnote
(2) above.
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VPC Special Opportunities Fund III GP, LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,049,348 shares
(12)(13)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
1,049,348 shares
(12)(13)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,348 shares
(12)(13)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%
(14)
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
(12) Consists of shares
of Common Stock of Issuer held by VPC Special Opportunities Fund III Onshore, L.P., of which VPC Special Opportunities Fund III
GP, LP is the general partner.
(13) See footnote
(1) above.
(14) See footnote
(2) above.
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VPC Specialty Finance Fund GP II, LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
179,400 shares
(15)(16)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
179,400 shares
(15)(16)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,400 shares
(15)(16)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
(17)
|
12.
|
TYPE OF REPORTING PERSON
PN
|
(15) Consists of shares
of Common Stock of Issuer held by VPC Onshore Specialty Finance Fund II, L.P., of which VPC Specialty Finance Fund GP II, LP is
the general partner.
(16) See footnote
(1) above.
(17) See footnote
(2) above.
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Next Edge Specialty Finance Corp.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
188,600 shares
(18)(19)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
188,600 shares
(18)(19)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,600 shares
(18)(19)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
(20)
|
12.
|
TYPE OF REPORTING PERSON
CO
|
(18) Consists of
shares of Common Stock of Issuer held by VPC Specialty Lending Fund (NE), L.P., of which Next Edge Specialty Finance Corp. is
the general partner.
(19) See footnote (1) above.
(20) See footnote (2) above.
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Victory Park Capital Advisors, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
2,429,348 shares
(21)(22)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
2,429,348 shares
(21)(22)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,429,348 shares
(21)(22)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
(23)
|
12.
|
TYPE OF REPORTING PERSON
OO
|
(21) Consists of
shares of Common Stock of Issuer held by VPC Specialty Lending Investments Intermediate, L.P., VPC Special Opportunities Fund
III Onshore, L.P., VPC Onshore Specialty Finance Fund II, L.P., and VPC Specialty Lending Fund (NE), L.P. (the “
Funds
”),
of which Victory Park Capital Advisors, LLC is the investment manager.
(22) See footnote
(1) above.
(23) See footnote
(2) above.
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Victory Park Capital Advisors Management GP, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
2,429,348 shares
(24)(25)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
2,429,348 shares
(24)(25)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,429,348 shares
(24)(25)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
(26)
|
12.
|
TYPE OF REPORTING PERSON
OO
|
(24) Consists of
shares of Common Stock of Issuer held by the Funds. Victory Park Capital Advisors Management GP, LLC is the managing member of
Victory Park Capital Advisors, LLC, which is the investment manager of each of the Funds.
(25) See footnote
(1) above.
(26) See footnote
(2) above.
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Victory Park Capital Advisors GP, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
2,429,348 shares
(27)(28)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
2,429,348 shares
(27)(28)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,429,348 shares
(27)(28)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
(29)
|
12.
|
TYPE OF REPORTING PERSON
OO
|
(27) Consists of
shares of Common Stock of Issuer held by the Funds. Victory Park Capital Advisors GP, LLC is the managing member of Victory Park
Capital Advisors Management GP, LLC, which is the managing member of Victory Park Capital Advisors, LLC, which is the investment
manager of each of the Funds.
(28) See footnote
(1) above.
(29) See footnote
(2) above.
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jacob Capital, L.L.C.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
0
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12.
|
TYPE OF REPORTING PERSON
OO
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Levy
|
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
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
2,429,348 shares
(30)(31)
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
2,429,348 shares
(30)(31)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,429,348 shares
(30)(31)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
(32)
|
12.
|
TYPE OF REPORTING PERSON
IN
|
(30)
Consists of shares of Common Stock of Issuer held by the Funds. Richard Levy is the trustee of the manager of Victory Park Capital
Advisors GP, LLC, which is the managing member of Victory Park Capital Advisors Management GP, LLC, which is the managing member
of Victory Park Capital Advisors, LLC, which is the investment manager of each of the Funds.
(31)
See footnote (1) above.
(32)
See footnote (2) above.
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:
|
|
|
|
VPC Specialty
Lending Investments Intermediate, L.P.
VPC Special
Opportunities Fund III Onshore, L.P.
VPC Onshore
Specialty Finance Fund II, L.P.
VPC Specialty
Lending Fund (NE), L.P.
VPC Specialty
Lending Investments Intermediate GP, LLC
VPC Special
Opportunities Fund III GP, LP
VPC Specialty
Finance Fund GP II, LP
Next Edge
Specialty Finance Corp.
Victory
Park Capital Advisors, LLC
Victory
Park Capital Advisors Management GP, LLC
Victory
Park Capital Advisors GP, LLC
Jacob Capital,
L.L.C.
Richard
Levy
|
|
|
Item 2(b).
|
Address of Principal Business Office, or if None, Residence:
|
|
|
|
All Reporting Persons other than Next Edge
Specialty Finance Corp.:
150 North
Riverside Plaza, Suite 5200
Chicago, Illinois 60606
Next Edge
Specialty Finance Corp.:
1 Toronto
Street, Suite 200
Toronto,
Ontario
Canada
M5C 2V6
|
|
|
Item 2(c).
|
Citizenship:
|
|
|
|
VPC Specialty
Lending Investments Intermediate, L.P. – Delaware
VPC Special
Opportunities Fund III Onshore, L.P. – Delaware
VPC Onshore
Specialty Finance Fund II, L.P. – Delaware
VPC Specialty
Lending Fund (NE), L.P. – Cayman Islands
VPC Specialty
Lending Investments Intermediate GP, LLC – Delaware
VPC Special
Opportunities Fund III GP, LP – Delaware
VPC Specialty
Finance Fund GP II, LP – Delaware
Next Edge
Specialty Finance Corp. – Canada
Victory
Park Capital Advisors, LLC – Delaware
Victory
Park Capital Advisors Management GP, LLC – Delaware
Victory
Park Capital Advisors GP, LLC – Delaware
Jacob Capital,
L.L.C. – Illinois
Richard
Levy – United States
|
|
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
|
Common Stock
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
28621V101
|
|
|
|
Item 3.
|
If This Statement is Filed Pursuant
to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
(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 Rule 13d-1(b)(1)(ii)(E);
|
|
|
|
(f)
|
☐
|
An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
(g)
|
☐
|
A parent holding company or control person
in accordance with Rule 13d-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;
|
|
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
|
|
(k)
|
☐
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
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.
|
|
|
|
|
As of December 31, 2017:
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
|
VPC Specialty
Lending Investments Intermediate, L.P. – 1,012,000 shares
VPC Special
Opportunities Fund III Onshore, L.P. – 1,049,348 shares
VPC Onshore
Specialty Finance Fund II, L.P. – 179,400 shares
VPC Specialty
Lending Fund (NE), L.P. – 188,600 shares
VPC Specialty
Lending Investments Intermediate GP, LLC – 1,012,000 shares
VPC Special
Opportunities Fund III GP, LP – 1,049,348 shares
VPC Specialty
Finance Fund GP II, LP – 179,400 shares
Next Edge
Specialty Finance Corp. – 188,600 shares
Victory
Park Capital Advisors, LLC – 2,429,348 shares
Victory
Park Capital Advisors Management GP, LLC – 2,429,348 shares
Victory
Park Capital Advisors GP, LLC – 2,429,348 shares
Jacob Capital,
L.L.C. – 0 shares
Richard Levy – 2,429,348 shares
|
|
|
|
|
(b)
|
Percent of class:
|
|
|
|
|
|
|
VPC Specialty
Lending Investments Intermediate, L.P. – 2.4%
VPC Special
Opportunities Fund III Onshore, L.P. – 2.5%
VPC Onshore
Specialty Finance Fund II, L.P. – 0.4%
VPC Specialty
Lending Fund (NE), L.P. – 0.5%
VPC Specialty
Lending Investments Intermediate GP, LLC – 2.4%
VPC Special
Opportunities Fund III GP, LP – 2.5%
VPC Specialty
Finance Fund GP II, LP – 0.4%
Next Edge
Specialty Finance Corp. – 0.5%
Victory
Park Capital Advisors, LLC – 5.8%
Victory
Park Capital Advisors Management GP, LLC – 5.8%
Victory
Park Capital Advisors GP, LLC – 5.8%
Jacob Capital,
L.L.C. – 0.0%
Richard Levy
– 5.8%
Beneficial ownership percentages
are as of December 31, 2017, based on 41,859,871 outstanding shares of the Common Stock of Issuer as of November 7, 2017, as reported
in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, as filed with the SEC on November
9, 2017.
|
|
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
All Reporting Persons - 0 shares
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
VPC Specialty
Lending Investments Intermediate, L.P. – 1,012,000 shares
VPC Special
Opportunities Fund III Onshore, L.P. – 1,049,348 shares
VPC Onshore
Specialty Finance Fund II, L.P. – 179,400 shares
VPC Specialty
Lending Fund (NE), L.P. – 188,600 shares
VPC Specialty
Lending Investments Intermediate GP, LLC – 1,012,000 shares
VPC Special
Opportunities Fund III GP, LP – 1,049,348 shares
VPC Specialty
Finance Fund GP II, LP – 179,400 shares
Next Edge
Specialty Finance Corp. – 188,600 shares
Victory
Park Capital Advisors, LLC – 2,429,348 shares
Victory
Park Capital Advisors Management GP, LLC – 2,429,348 shares
Victory
Park Capital Advisors GP, LLC – 2,429,348 shares
Jacob Capital,
L.L.C. – 0 shares
Richard
Levy – 2,429,348 shares
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
All Reporting Persons - 0 shares
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
VPC Specialty
Lending Investments Intermediate, L.P. – 1,012,000 shares
VPC Special
Opportunities Fund III Onshore, L.P. – 1,049,348 shares
VPC Onshore
Specialty Finance Fund II, L.P. – 179,400 shares
VPC Specialty
Lending Fund (NE), L.P. – 188,600 shares
VPC Specialty
Lending Investments Intermediate GP, LLC – 1,012,000 shares
VPC Special
Opportunities Fund III GP, LP – 1,049,348 shares
VPC Specialty
Finance Fund GP II, LP – 179,400 shares
Next Edge
Specialty Finance Corp. – 188,600 shares
Victory
Park Capital Advisors, LLC – 2,429,348 shares
Victory
Park Capital Advisors Management GP, LLC – 2,429,348 shares
Victory
Park Capital Advisors GP, LLC – 2,429,348 shares
Jacob Capital,
L.L.C. – 0 shares
Richard
Levy – 2,429,348 shares
|
***See footnotes on cover pages which are incorporated by reference
herein.
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 ☒.
This box is being
checked solely with respect to Jacob Capital, L.L.C.
|
|
|
|
|
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
|
|
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
|
|
|
|
N/A
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
If a parent holding
company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the
relevant subsidiary.
|
|
|
|
N/A
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c)
or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
|
|
See Exhibit B
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
Notice of dissolution
of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions
in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
|
|
|
|
N/A
|
|
|
Item 10.
|
Certifications.
|
|
|
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.
|
SIGNATURE
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.
VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE, L.P.
By: VPC Specialty Lending Investments Intermediate GP, LLC
Its: General Partner
By: Victory Park Management, LLC
Its: Manager
By:
/s/ Scott Zemnick
Scott Zemnick, Manager
VPC SPECIAL OPPORTUNITIES FUND III ONSHORE, L.P.
By: VPC Special Opportunities Fund III GP, LP
Its: General Partner
By: VPC Special Opportunities Fund III UGP, LLC
Its: General Partner
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
VPC ONSHORE SPECIALTY FINANCE FUND II, L.P.
By: VPC Specialty Finance Fund GP II, LP
Its: General Partner
By: VPC Specialty Finance Fund UGP II, LLC
Its: General Partner
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
VPC SPECIALTY LENDING FUND (NE), L.P.
By: Next Edge Specialty Finance Corp.
Its: General Partner
By:
/s/ Toreigh Stuart
Toreigh Stuart, Director
VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE GP, LLC
By: Victory Park Management, LLC
Its: Manager
By:
/s/ Scott Zemnick
Scott Zemnick, Manager
VPC SPECIAL OPPORTUNITIES FUND III GP, LP
By: VPC Special Opportunities Fund III UGP, LLC
Its: General Partner
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
VPC SPECIALTY FINANCE FUND GP II, LP
By: VPC Specialty Finance Fund UGP II, LLC
Its: General Partner
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
NEXT EDGE SPECIALTY FINANCE CORP.
By:
/s/ Toreigh Stuart
Toreigh Stuart, Director
VICTORY PARK CAPITAL ADVISORS, LLC
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
VICTORY PARK CAPITAL ADVISORS MANAGEMENT GP, LLC
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
VICTORY PARK CAPITAL ADVISORS GP, LLC
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
JACOB CAPITAL, L.L.C.
By:
/s/ Richard Levy
Richard Levy, Sole Member
/s/ Richard Levy
RICHARD LEVY
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit A
Joint Filing Agreement
The undersigned hereby agree that this Schedule 13G, and all
amendments thereto, relating to the Common Stock of Elevate Credit, Inc. shall be filed on behalf of each of the undersigned pursuant
to, and in accordance with, the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE, L.P.
By: VPC Specialty Lending Investments Intermediate GP, LLC
Its: General Partner
By: Victory Park Management, LLC
Its: Manager
By:
/s/ Scott Zemnick
Scott Zemnick, Manager
VPC SPECIAL OPPORTUNITIES FUND III ONSHORE, L.P.
By: VPC Special Opportunities Fund III GP, LP
Its: General Partner
By: VPC Special Opportunities Fund III UGP, LLC
Its: General Partner
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
VPC ONSHORE SPECIALTY FINANCE FUND II, L.P.
By: VPC Specialty Finance Fund GP II, LP
Its: General Partner
By: VPC Specialty Finance Fund UGP II, LLC
Its: General Partner
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
VPC SPECIALTY LENDING FUND (NE), L.P.
By: Next Edge Specialty Finance Corp.
Its: General Partner
By:
/s/ Toreigh Stuart
Toreigh Stuart, Director
VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE GP, LLC
By: Victory Park Management, LLC
Its: Manager
By:
/s/ Scott Zemnick
Scott Zemnick, Manager
VPC SPECIAL OPPORTUNITIES FUND III GP, LP
By: VPC Special Opportunities Fund III UGP, LLC
Its: General Partner
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
VPC SPECIALTY FINANCE FUND GP II, LP
By: VPC Specialty Finance Fund UGP II, LLC
Its: General Partner
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
NEXT EDGE SPECIALTY FINANCE CORP.
By:
/s/ Toreigh Stuart
Toreigh Stuart, Director
VICTORY PARK CAPITAL ADVISORS, LLC
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
VICTORY PARK CAPITAL ADVISORS MANAGEMENT GP, LLC
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
VICTORY PARK CAPITAL ADVISORS GP, LLC
By:
/s/ Scott Zemnick
Scott Zemnick, General Counsel
JACOB CAPITAL, L.L.C.
By:
/s/ Richard Levy
Richard Levy, Sole Member
/s/ Richard Levy
RICHARD LEVY
Exhibit B
Item 8 Statement
Due to the relationships amongst them,
the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934.
Elevate Credit (NYSE:ELVT)
Historical Stock Chart
From Apr 2024 to May 2024
Elevate Credit (NYSE:ELVT)
Historical Stock Chart
From May 2023 to May 2024