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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MESDAG WILLEM 10100 SANTA MONICA BOULEVARD, SUITE 925 LOS ANGELES, CA 90067 |
X | |||
| RED MOUNTAIN CAPITAL MANAGEMENT INC 10100 SANTA MONICA BOULEVARD, SUITE 925 LOS ANGELES, CA 90067 |
See Remarks | |||
| RED MOUNTAIN CAPITAL PARTNERS LLC 10100 SANTA MONICA BOULEVARD, SUITE 925 LOS ANGELES, CA 90067 |
See Remarks | |||
| RMCP GP LLC 10100 SANTA MONICA BOULEVARD, SUITE 925 LOS ANGELES, CA 90067 |
See Remarks | |||
| RED MOUNTAIN PARTNERS, L.P. 10100 SANTA MONICA BOULEVARD, SUITE 925 LOS ANGELES, CA 90067 |
See Remarks | |||
| /s/ Willem Mesdag (on behalf of himself and the Other Reporting Persons) | 06/12/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Restricted stock units ("RSUs") granted to Willem Mesdag on June 11, 2015 under the Encore Capital Group, Inc. 2013 Incentive Compensation Plan in connection with Mr. Mesdag's service on the Issuer's board of directors. Each RSU represents the right to receive one share of Issuer common stock upon settlement, which shall occur within 10 days following the date Mr. Mesdag is no longer a member of the Issuer's board of directors. The RSUs are fully vested. As a Partner of Red Mountain Capital Partners LLC ("RMCP"), Mr. Mesdag holds these RSUs as a nominee of RMCP and an investment fund managed by RMCP and is party to an assignment agreement pursuant to which he will be required to transfer the shares of Issuer common stock underlying such RSUs to RMCP upon settlement thereof. |
| (2) | These shares were issued in settlement of outstanding deferred issuance RSUs previously awarded to J. Christopher Teets in his capacity as a director of the Issuer. These shares were transferred to RMCP on June 11, 2015 by Mr. Teets, a Partner of RMCP, following his resignation as a director of the Issuer on June 4, 2015. As a Partner of RMCP, Mr. Teets held these shares as a nominee of RMCP and an investment fund managed by RMCP and is party to an assignment agreement pursuant to which he was required to transfer such shares to RMCP upon settlement thereof. |
| (3) | These shares are held directly by RMCP. |
| (4) | These shares are held directly by Red Mountain Partners, L.P. ("RMP"). |
| 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. | |