SEC Form 4: Harvison Jason returned $1,061,474 worth of shares to the company (567,633 units at $1.87), closing all direct ownership in the company
$ELVT
Finance Companies
Finance
| 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)
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2. Issuer Name and Ticker or Trading Symbol
Elevate Credit, Inc. [ ELVT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2023 | ||||||||||||||||||||||||||
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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 | 02/28/2023 | D | 567,633(1) | D | $1.87(1) | 0.00 | D | |||
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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 | ||||||||
| Restricted Stock Unit (RSU) | (2) | 02/28/2023 | D | 27,778 | (2) | (2) | Common Stock | 27,778 | (2) | 0.00 | D | ||||
| Restricted Stock Unit (RSU) | (3) | 02/28/2023 | D | 66,313 | (3) | (3) | Common Stock | 66,313 | (3) | 0.00 | D | ||||
| Restricted Stock Unit (RSU) | (4) | 02/28/2023 | D | 122,222 | (4) | (4) | Common Stock | 122,222 | (4) | 0.00 | D | ||||
| Restricted Stock Unit (RSU) | (5) | 02/28/2023 | D | 507,692 | (5) | (5) | Common Stock | 507,692 | (5) | 0.00 | D | ||||
| Restricted Stock Unit (RSU) | (6) | 02/28/2023 | D | 550,000 | (6) | (6) | Common Stock | 550,000 | (6) | 0.00 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of November 16, 2022 (the "Merger Agreement"), by and among Elevate Credit, Inc., ("the Company), PCAM Acquisition Corp ("Parent") and PCAM Merger Sub Corp ("Merger Sub"), the Merger Sub merged with and into the Company ("the Merger") with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company's Common Stock, par value $0.0004 per share, was cancelled and converted into the right to receive $1.87 in cash. Pursuant to the Rollover Agreement dated as of February 27, 2023 (the "Rollover Agreement"), among the reporting person and Parent, the reporting person agreed to contribute 156,355 shares to Parent (the "Rollover") in exchange for shares of common stock of the Parent, effective as of the effective time of the Merger. For purposes of the Rollover, the reporting person's shares were valued at $1.87 per share. |
| 2. Pursuant to the Rollover Agreement, among the reporting person and Parent, each outstanding RSU in this grant was cancelled and converted into a right to receive on the vesting date originally applicable to such RSU, subject to the terms applicable to such RSU, shares of Parent Company. The reporting person was granted 111,111 RSUs on August 15, 2019, vesting in four annual installments, beginning on the first anniversary of the grant date and converting into common stock on a one-for-one basis. For purposes of the Rollover, the reporting person's shares were valued at $1.87 per share. |
| 3. Pursuant to the Rollover Agreement, among the reporting person and Parent, each outstanding RSU in this grant was cancelled and converted into a right to receive on the vesting date originally applicable to such RSU, subject to the terms applicable to such RSU, shares of Parent Company. The reporting person was granted 265,251 RSUs on November 21, 2019, vesting in four annual installments, beginning on the first anniversary of the grant date and converting into common stock on a one-for-one basis. For purposes of the Rollover, the reporting person's shares were valued at $1.87 per share. |
| 4. Pursuant to the Rollover Agreement, among the reporting person and Parent, each outstanding RSU in this grant was cancelled and converted into a right to receive on the vesting date originally applicable to such RSU, subject to the terms applicable to such RSU, shares of Parent Company. The reporting person was granted 244,444 RSUs on March 15, 2020, vesting in four annual installments, beginning on the first anniversary of the grant date and converting into common stock on a one-for-one basis. For purposes of the Rollover, the reporting person's shares were valued at $1.87 per share. |
| 5. Pursuant to the Rollover Agreement, among the reporting person and Parent, each outstanding RSU in this grant was cancelled and converted into a right to receive on the vesting date originally applicable to such RSU, subject to the terms applicable to such RSU, shares of Parent Company. The reporting person was granted 676,923 RSUs on March 15, 2021, vesting in four annual installments, beginning on the first anniversary of the grant date and converting into common stock on a one-for-one basis. For purposes of the Rollover, the reporting person's shares were valued at $1.87 per share. |
| 6. Pursuant to the Rollover Agreement, among the reporting person and Parent, each outstanding RSU in this grant was cancelled and converted into a right to receive on the vesting date originally applicable to such RSU, subject to the terms applicable to such RSU, shares of Parent Company. The reporting person was granted 550,000 RSUs on March 15, 2022, vesting in three annual installments, beginning on the first anniversary of the grant date and converting into common stock on a one-for-one basis. For purposes of the Rollover, the reporting person's shares were valued at $1.87 per share. |
| Remarks: |
| /s/Nelda Bruce, as attorney-in-fact | 03/02/2023 | |
| ** 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. | ||