SEC Form 4/A · accession 0001209191-15-028225
Enova International, Inc. · ENVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
David Fisher
Officer — President and CEO · Director
Period of report
Dec 13, 2014
Accepted (ET)
Mar 20, 2015 · 4:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001529864
Table I — non-derivative securities
No Table I lines on this filing.
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 SARF1,F2,F3,F4 | $23.04 | Dec 13, 2014 | A | 350,000 | A | — | Dec 13, 2021 | Common stock, par value $0.00001 per share | 350,000 | 350,000 | D |
Explanation of responses
- F1The limited stock apperciation 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 Enova International, Inc. ("Enova") 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.
- F2The "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.
- F3The prior Form 4 misstated the number of stock options (with a related limited SAR) granted to Mr. Fisher on December 13, 2014.
- F4The option vests as follows: 33.34% on December 13, 2015, 33.33% on December 13, 2016 and 33.33% on December 13, 2017.