SEC Form SC 13D/A filed by Credit Acceptance Corporation (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

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 §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. o

*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).

*The percentage is calculated based upon total outstanding shares of 12,302,955 as of February 1, 2024, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on February 12, 2024.

* The percentage is calculated based upon total outstanding shares of 12,302,955 as of February 1, 2024, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on February 12, 2024.

* The percentage is calculated based upon total outstanding shares of 12,302,955 as of February 1, 2024, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on February 12, 2024.

* The percentage is calculated based upon total outstanding shares of 12,302,955 as of February 1, 2024, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on February 12, 2024.

* The percentage is calculated based upon total outstanding shares of 12,302,955 as of February 1, 2024, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on February 12, 2024.

* The percentage is calculated based upon total outstanding shares of 12,302,955 as of February 1, 2024, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on February 12, 2024.

* The percentage is calculated based upon total outstanding shares of 12,302,955 as of February 1, 2024, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on February 12, 2024.

* The percentage is calculated based upon total outstanding shares of 12,302,955 as of February 1, 2024, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on February 12, 2024.

** Mrs. Watson is the co-trustee of the Donald A. Foss 2009 Remainder Trust and the Donald A. Foss 2010 Remainder Trust. Mrs. Watson is the trustee of the Jill Foss Watson Living Trust and the Karol A. Foss Irrevocable Grandchildren’s Trust. Mr. Todd Watson, spouse of Jill Foss Watson, is the trustee of the Jill Foss Watson Irrevocable Trust, the 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson. Mrs. Watson disclaims beneficial ownership of these shares owned by such trusts.

Explanatory Note: This Schedule 13D Amendment No. 12 is being filed to reflect the disposition by the reporting persons of shares of the Issuer’s common stock.

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the common stock of Credit Acceptance Corporation (“Issuer” or “CACC”). The principal executive offices of CACC are located at 25505 West Twelve Mile Road, Southfield, Michigan 48034-8339.

Item 2. Identity and Background.

This statement is filed jointly by the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Living Trust, the Jill Foss Watson Irrevocable Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, the Jill Foss Watson 2014 Children’s Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children’s Trust FBO Duncan Todd Watson, each established under the laws of Michigan (collectively, the “Trusts”), and Jill Foss Watson, a citizen of the United States (collectively, with the Trusts, the “Reporting Persons”). Mrs. Watson is the trustee of the Trusts.

Mrs. Watson is principally responsible as trustee of the Trusts. Her address is 26055 Northpointe Farmington Hills, MI 48331.

The principal office of the Donald A. Foss 2009 Remainder Trust and the Donald A. Foss 2010 Remainder Trust is 101 West 14 Mile Road, 2nd Floor, Madison Heights, MI 48071.

The principal office of the Jill Foss Watson Living Trust, the Jill Foss Watson Irrevocable Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, the Jill Foss Watson 2014 Children’s Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children’s Trust FBO Duncan Todd Watson is 26055 Northpointe Farmington Hills, MI 48331.

During the last five (5) years, none of the Trusts nor Mrs. Watson has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4. Purpose of Transaction.

This Schedule 13D/A is being filed to report a change in the shares beneficially owned by the Reporting Persons. The Reporting Persons intend to evaluate on an ongoing basis the investments in the Issuer and their options with respect to such investments.  The Reporting Persons may from time to time, acquire additional common stock from time to time for investment purposes if market conditions are favorable, in the open market, in privately negotiated transactions or otherwise.  The Reporting Persons may also dispose of some or all of the Issuer’s common stock that the Reporting Persons beneficially own, periodically, by public or private sale (registered or unregistered and with or without the simultaneous sale of newly-issued common stock by the Issuer), gift, expiration of options, forfeiture of restricted shares or otherwise, including, without limitation, sales of common stock pursuant to Rule 144 under the Securities Act of 1933, as amended, or otherwise.  The Reporting Persons reserve the right not to acquire common stock at any given time and not to dispose of all or part of common stock the Reporting Persons may own at any given time if they determine such acquisition or disposal is not in their best interests at the time in question.

Other than as described above, the Reporting Persons does not have any current plans or proposals which relate to, or would result in, (a) any acquisition or disposition of securities of the Issuer, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors 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 Issuer’s present capitalization or dividend policy, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s articles of incorporation or bylaws 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 the Issuer’s equity securities 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 those enumerated above.

Item 5. Interest in Securities of the Issuer

* The percentage is calculated based upon total outstanding shares of 12,302,955 as of February 1, 2024, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on February 12, 2024.

** Mrs. Watson is the co-trustee of the Donald A. Foss 2009 Remainder Trust and the Donald A. Foss 2010 Remainder Trust. Mrs. Watson is the trustee of the Jill Foss Watson Living Trust and the Karol A. Foss Irrevocable Grandchildren’s Trust. Mr. Todd Watson, spouse of Jill Foss Watson, is the trustee of the Jill Foss Watson Irrevocable Trust, the Jill Foss Watson 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson.

(c) Commencing January 26, 2024, both the Donald A. Foss 2009 Remainder Trust and the Donald A. Foss 2010 Remainder Trust began disposing of shares in the open market pursuant to their Form 144s filed on January 26, 2024. As of the date of this filing on Schedule 13D, the Donald A. Foss 2009 Remainder Trust has disposed of 120,978 shares and the Donald A. Foss 2010 Remainder Trust has disposed of 120,978 shares at prices ranging from the average daily price of $546.07 per share to $569.81 per share. None of the other Reporting Persons effected any transactions in shares of common stock of the Issuer during the past 60 days.

(d) The respective beneficiaries of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Irrevocable Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, the 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson ultimately receive the pecuniary benefit of dividends from, or the proceeds from the sale of, the shares held in each respective trust.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Allan Apple is co-trustee of The Donald A. Foss 2009 Remainder Trust, The Donald A. Foss 2010 Remainder Trust and has investment discretion with regard to the assets of the trusts, including the shares of the Issuer.

Item 7. Material to be Filed as Exhibits.

Joint Filing Agreement (included as Exhibit A below)

[Signature page follows]

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. 

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them a statement on Schedule 13D (including amendments thereto, if any) with respect to the shares of common stock of Credit Acceptance Corporation, a Michigan corporation, and that this Agreement may be included as an Exhibit to such joint filing. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the date listed below.