SEC Form 4 · accession 0000899243-16-020436
Enova International, Inc. · ENVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean Rahilly
Officer — VP - Chief Compliance Officer
Period of report
May 17, 2016
Accepted (ET)
May 19, 2016 · 4:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001529864
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.00001 per shareF1,F2 | May 17, 2016 | A | 12,583 | $0.00 | A | 38,290 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock option (right to buy) with limited SARF3,F4,F6,F5 | $6.29 | May 17, 2016 | A | 12,583 | A | — | Feb 23, 2023 | Common stock, par value $0.00001 per share | 12,583 | 71,615 | D |
Explanation of responses
- F1Reflects a grant of Restricted Stock Units ("RSUs") that shall vest in substantially equal one-third increments on each of the following dates as long as grantee serves as an employee of Enova International, Inc. ("Issuer") or an affiliate thereof through the applicable vesting date: February 23, 2017, February 23, 2018 and February 23, 2019.
- F2Includes a grant of RSUs that have vested or shall vest in substantially equal one-fourth increments on each of the following dates as long as grantee serves as an employee of Issuer or an affiliate thereof through the applicable vesting date: December 13, 2015, December 13, 2016, December 13, 2017 and December 13, 2018.
- F3The limited stock appreciation right ("SAR") and employee stock option were granted in tandem. Accordingly, the exercise of one results in the expiration of the other. The SAR may be exercised only during the period beginning on the first day following the date that a "Change in Control" of Issuer occurs (as defined in the related grant agreement) and ending on the thirtieth day following such date. Upon exercise, the grantee shall be able to receive an amount equal to the product computed by multiplying (i) the excess of the "Offer Value Per Share" over the exercise price of the underlying option by (ii) the number of shares with respect to which the SAR is being exercised; provided, that such amount shall only be payable in the event an "Offer" is made.
- F4The "Offer Value Per Share" means the average selling price of Enova's common stock during the period of 30 days ending on the date on which the SAR is exercised. "Offer" means any tender offer or exchange offer for outstanding shares of Enova representing at least 30% of the total voting power of the stock of Enova, or an offer to purchase assets from Enova that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Enova, other than an offer made by Enova.
- F5The options shall vest in substantially equal one-third increments on each of the following dates as long as grantee serves as an employee of the Issuer or an affiliate thereof through the applicable vesting date: February 23, 2017, February 23, 2018 and February 23, 2019.
- F6Includes a grant of options that have vested or shall vest in substantially equal one-third increments on each of the following dates as long as grantee serves as an employee of the Issuer or an affiliate thereof through the applicable vesting date: December 13, 2015, December 13, 2016 and December 13, 2017.