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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 | |
JCF FPK I LP 717 FIFTH AVENUE, 26TH FLOOR NEW YORK, NY 10022 |
X | |||
JCF Associates II-A LP 717 FIFTH AVENUE, 26TH FLOOR NEW YORK, NY 10022 |
X | |||
JCF Associates II-A LLC 717 FIFTH AVENUE, 26TH FLOOR NEW YORK, NY 10022 |
X | |||
JCF Associates II L.P. 717 FIFTH AVENUE, 26TH FLOOR NEW YORK, NY 10022 |
X | |||
JCF Associates II Ltd. 717 FIFTH AVENUE, 26TH FLOOR NEW YORK, NY 10022 |
X | |||
Flowers J. Christopher 717 FIFTH AVENUE, 26TH FLOOR NEW YORK, NY 10022 |
X |
JCF FPK I L.P. /s/ Sally Rocker Title: Managing Director | 11/09/2011 | |
**Signature of Reporting Person | Date | |
JCF ASSOCIATES II-A L.P. /s/ Sally Rocker Title: Managing Director | 11/09/2011 | |
**Signature of Reporting Person | Date | |
JCF ASSOCIATES II-A LLC /s/ Sally Rocker Title: Managing Director | 11/09/2011 | |
**Signature of Reporting Person | Date | |
JCF ASSOCIATES II L.P. /s/ Sally Rocker Title: Managing Director | 11/09/2011 | |
**Signature of Reporting Person | Date | |
JCF ASSOCIATES II LTD. /s/ Sally Rocker Title: Managing Director | 11/09/2011 | |
**Signature of Reporting Person | Date | |
J. CHRISTOPHER FLOWERS /s/ J. Christopher Flowers | 11/09/2011 | |
**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) | This amount represents the $24.35 secondary public offering price per share of common stock of Encore Capital Group Inc. (the "Issuer") less the underwriting discount of $0.60875 per share. |
(2) | These shares are held directly by JCF FPK I L.P., the general partner of which is JCF Associates II-A L.P., the general partner of which is JCF Associates, II-A LLC, the sole member of which is JCF Associates II L.P., the general partner of which is JCF Associates II L.P., the sole director of which is J. Christopher Flowers. |
(3) | These shares represent deferred issuance restricted stock units ("RSUs") that were granted to Timothy Hanford and John Oros as compensation for their service as directors of the Issuer. RSUs held by Mr. Hanford and Mr. Oros are transferred to J.C. Flowers & Co. LLC ("JCF LLC") upon their resignation as directors of the Issuer. Mr. Flowers is the sole member of JCF LLC. JCF FPK I L.P., JCF Associates II-A L.P., JCF Associates, II-A LLC and JCF Associates II L.P. may be deemed to have an indirect economic interest in the value of securities held by or for the benefit of JCF LLC, although they have no investment control over such securities. |
(4) | JCF LLC directly holds 23,214 shares. Mr. Oros holds 22,630 RSUs for the benefit of JCF LLC. |
(5) | Each of JCF Associates II-A L.P., JCF Associates II-A LLC, JCF Associates II L.P., JCF Associates II Ltd. and Mr. Flowers disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission that any of JCF Associates II-A L.P., JCF Associates II-A LLC, JCF Associates II L.P., JCF Associates II Ltd. or Mr. Flowers has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder or for any other purpose. |