New insider Jcf Iv Jcap Holding L.P. claimed ownership of 43,721,808 shares (SEC Form 3)
$JCAP
Finance Companies
Finance
| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/22/2025 |
3. Issuer Name and Ticker or Trading Symbol
Jefferson Capital, Inc. / DE [ JCAP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 43,721,808 | I | See Footnotes(1)(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents securities held directly by JCF IV JCAP Holding L.P. On August 22, 2025, in connection with an internal reorganization, J.C. Flowers IV L.P. and JCF IV Coinvest JCAP L.P. contributed 13,492,856 and 30,228,952 shares of common stock of the Issuer, respectively, for no consideration, to JCF IV JCAP Holding L.P. The shares held by JCF IV JCAP Holding L.P. are subject to a lock-up agreement with the underwriters for the Issuer's recent initial public offering. |
| 2. JCF IV JCAP Holding GP LLC is the general partner of JCF IV JCAP Holding L.P. The sole managing member of JCF IV JCAP Holding GP LLC is JCF Associates IV Ltd. J. Christopher Flowers controls JCF Associates IV Ltd. and thus may be deemed to control each entity directly or indirectly controlled by JCF Associates IV Ltd., including JCF IV JCAP Holding L.P. |
| 3. The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 3, except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
| JCF IV JCAP HOLDING L.P., By: JCF IV JCAP Holding GP LLC, its general partner, By: /s/ Sally Rocker, Managing Director, Chief Operating Officer & General Counsel | 09/02/2025 | |
| JCF IV JCAP Holding GP LLC, By: /s/ Sally Rocker, Managing Director, Chief Operating Officer & General Counsel | 09/02/2025 | |
| ** 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 5 (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. | ||