SEC Form 4 · accession 0001084961-17-000113
ENCORE CAPITAL GROUP INC · ECPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 1, 2017 | A | 995 | $41.20 | A | 45,371 | D | |
| Common StockF2 | holding | — | — | — | 1,332,036 | I | RMP - See Footnote and Remarks | |
| Common StockF3 | holding | — | — | — | 54,600 | I | RMCP - See Footnote and Remarks |
Table II — derivative securities
Explanation of responses
- F1Grant to Willem Mesdag, for service on the Issuer's board of directors, of deferred stock units under the terms of a non-employee director deferred compensation plan established under the 2017 Incentive Award Plan. Deferred stock units will be converted into shares of Issuer common stock on a one-for-one basis upon distribution. The distribution of shares of common stock will occur within 10 business days following the date Mr. Mesdag is no longer a member of the Issuer's Board of Directors.
- F2These shares are held directly by Red Mountain Partners, L.P. ("RMP").
- F3These shares are held directly by Red Mountain Capital Partners, LLC ("RMCP").
Remarks
This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) RMCP, (iv) Red Mountain Capital Management, Inc. ("RMCM") and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP is the managing member of RMCP GP. RMCM is the managing member of RMCP. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP, may be deemed to beneficially own some or all of the securities reported as being held by RMCP. Each of Mr. Mesdag, RMCM, RMCP and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of the Reporting Persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any Reporting Person hereunder is subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or the beneficial owner of any of the reported securities for purposes of Section 16 or for any other purpose.