New insider Realov Christo Dimitrov claimed ownership of 107,881 shares (SEC Form 3)
$JCAP
Real Estate Investment Trusts
Consumer Services
| 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) 06/26/2025 |
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(1) | 107,881 | D | |
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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 | ||||
| Stock Option (right to buy) | (2) | 06/25/2035 | Common Stock | 51,758 | $17.53(3) | D | |
| Stock Option (right to buy) | (2) | 06/25/2035 | Common Stock | 51,758 | $23.57(3) | D | |
| Stock Option (right to buy) | (2) | 06/25/2035 | Common Stock | 51,758 | $29.61(3) | D | |
| Explanation of Responses: |
| 1. Includes (i) 17,906 shares of restricted common stock that are subject to forfeiture and vest as to 8,953 shares on each of September 7, 2025 and September 7, 2026, (ii) 9,173 shares of restricted common stock that are subject to forfeiture and vest as to 1/5th of the shares on each of December 12, 2025, 2026, 2027, 2028 and 2029, and (iii) 53,942 shares of restricted common stock that are subject to forfeiture and vest as to 1/3rd of the shares on each anniversary for three years from the June 25, 2025 grant date, in each case, subject to continued service through the vest date. |
| 2. The stock options vests as to 1/5th of the shares on each of December 12, 2025, 2026, 2027, 2028 and 2029, subject to continued service through the vest date. |
| 3. Determined based on the distribution threshold of certain Class B units, as adjusted for distributions paid per unit since grant date, that were cancelled in the Reorganization (described in the Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission on June 13, 2025) multiplied by the exchange ratio for the Reorganization. |
| Remarks: |
| Officer Title: Chief Financial Officer and Treasurer. Exhibit List: Exhibit 24.1 - Power of Attorney |
| /s/ Matthew J. Pfohl, as Attorney-in-Fact, for Christo Dimitrov Realov | 06/26/2025 | |
| ** 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. | ||