SEC Form SC 13D filed by Atlanticus Holdings Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ATLANTICUS HOLDINGS CORPORATION

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

04914Y102

(CUSIP Number)

Jeffrey A. Howard

Atlanticus Holdings Corporation

Five Concourse Parkway, Suite 300

Atlanta, Georgia 30328

With a copy to:

Paul Davis Fancher

Troutman Pepper Hamilton Sanders LLP

600 Peachtree Street N.E., Suite 3000

Atlanta, Georgia 30308

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 31, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐

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).

(a) Includes (i) 337,133 shares of Atlanticus Holdings Corporation’s (the “Issuer”) common stock held directly by the reporting person and (ii) 500,333 shares of common stock underlying stock option awards that are currently exercisable or exercisable within 60 days.

(b) Excludes 667 shares of common stock underlying a stock option award, the final two installments of which will vest on November 11, 2022 and November 11, 2023.

(c) Based on 14,658,400 shares of the Issuer’s common stock outstanding as of January 24, 2022, according to information provided by the Issuer.

This statement on Schedule 13D relates to the common stock, no par value per share of Atlanticus Holdings Corporation (the “Issuer”). The principal executive offices of the Issuer are located at Five Concourse Parkway, Suite 300, Atlanta, Georgia 30328.

The reporting person acquired beneficial ownership of 337,133 shares of common stock and 500,333 shares of common stock underlying stock options that are currently exercisable or exercisable within 60 days pursuant to the Issuer’s equity compensation plans. The Issuer granted these equity awards to the reporting person in exchange for his service as an officer of the Issuer. Other than personal funds that the reporting person paid to exercise stock options and purchase common stock under the employee stock purchase plan, the reporting person has not paid any additional consideration in connection with the receipt of these equity awards or the exercise thereof.

On January 31, 2022, the reporting person’s beneficial ownership of the Issuer’s common stock increased to more than 5% of the Issuer’s outstanding shares of common stock pursuant to the vesting of a stock option granted to the reporting person for service as an officer of the Issuer.

The reporting person is the President and Chief Executive Officer of the Issuer. In this capacity, the reporting person takes, and will continue to take, an active role in the Issuer’s management and strategic direction. Subject to the factors discussed below, applicable law and the policies of the Issuer, the reporting person may from time to time purchase or receive additional securities of the Issuer, or rights or options to purchase such securities, through equity awards, open market or privately negotiated transactions or exercises of derivative securities, or may determine to sell, trade or otherwise dispose of all or some holdings in the Issuer in the public markets, in privately negotiated transactions or otherwise, or take any other lawful action the reporting person deems to be in his best interests, or otherwise, depending upon existing market conditions, the price and availability of such securities and other considerations discussed in this paragraph. The reporting person intends to review on a continuing basis various factors relating to his investment in the Issuer, including but not limited to the Issuer’s business and prospects, the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, other investment and business opportunities available to the reporting person, the reporting person’s general investment and trading practices, market conditions, estate planning considerations or other factors. The reporting person has not yet determined which of the courses of actions specified in this paragraph he may ultimately take.

Except as set forth herein and other than in the reporting person’s capacity as President and Chief Executive Officer of the Issuer, the reporting person does not have any present plans or proposals which relate to or would result in any of the following: (a) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated in the foregoing clauses (a) through (i); provided that the reporting person may, at any time and subject to applicable law and the policies of the Issuer, review or reconsider his position with respect to the Issuer and reserves the right to develop such plans or proposals that would relate to or result in the transactions described above and may hold discussions with or make proposals to management, the Board, other shareholders of the Issuer or other third parties regarding such matters.

Except as set forth herein, including under Item 7 and the exhibits hereto, there are no contracts, arrangements, understandings or relationships between the reporting person and any other person with respect to the securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.