You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Empyrean Capital Overseas Master Fund, Ltd | 0 | 2,024,283 | 0 | 2,024,283 | 2,024,283 | 4.9% |
| P EMP Ltd | 0 | 232,947 | 0 | 232,947 | 232,947 | 0.6% |
| Empyrean Capital Partners | 0 | 2,257,230 | 0 | 2,257,230 | 2,257,230 | 5.5% |
| Amos Meron | 0 | 2,257,230 | 0 | 2,257,230 | 2,257,230 | 5.5% |
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Page 1 of 10 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
| Elevate Credit, | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 28621V101 | |
| (CUSIP Number) | |
| May 5, 2017 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 10 Pages) | |
______________________________
*The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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Page 2 of 10 – SEC Filing
| 1 | NAMES OF REPORTING PERSONS Empyrean Capital Overseas Master Fund, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ý | ||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 2,024,283 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 2,024,283 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,024,283 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.9% | |||||
| 12 | TYPE OF REPORTING PERSON CO | |||||
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Page 3 of 10 – SEC Filing
| 1 | NAMES OF REPORTING PERSONS P EMP Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ý | ||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 232,947 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 232,947 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 232,947 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6% | |||||
| 12 | TYPE OF REPORTING PERSON CO | |||||
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Page 4 of 10 – SEC Filing
| 1 | NAMES OF REPORTING PERSONS Empyrean Capital Partners, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ý | ||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 2,257,230 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 2,257,230 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,257,230 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% | |||||
| 12 | TYPE OF REPORTING PERSON PN | |||||
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Page 5 of 10 – SEC Filing
| 1 | NAMES OF REPORTING PERSONS Amos Meron | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ý | ||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 2,257,230 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 2,257,230 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,257,230 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% | |||||
| 12 | TYPE OF REPORTING PERSON IN | |||||
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Page 6 of 10 – SEC Filing
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is Elevate Credit, Inc. (the “Company“). |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
| The Company’s principal executive offices are located at 4150 International Plaza, Suite 300, Fort Worth, Texas 76109. |
| Item 2(a). | NAME OF PERSON FILING: |
| This statement is filed by: | ||
| (i) | Empyrean Capital Overseas Master Fund, Ltd. (“ECOMF“), a Cayman Islands exempted company, with respect to the Common Stock (as defined in Item 2(d)) directly held by it; | |
| (ii) | P EMP Ltd. (“P EMP” and collectively with ECOMF, the “Empyrean Clients“), a British Virgin Islands business company, with respect to the Common Stock directly held by it; | |
| (iii) | Empyrean Capital Partners, LP (“ECP“), a Delaware limited partnership, which serves as investment manager to the Empyrean Clients with respect to the Common Stock directly held by the Empyrean Clients; | |
| (iv) | Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Common Stock directly held by the Empyrean Clients. | |
| The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | ||
| The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Common Stock owned by another Reporting Person. | ||
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067. |
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Page 7 of 10 – SEC Filing
| Item 2(c). | CITIZENSHIP: |
| ECOMF – a Cayman Island exempted company | |
| P EMP – a British Virgin Island business company | |
| ECP – a Delaware limited partnership | |
| Amos Meron – United States |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common Stock, $0.0004 par value (the “Common Stock“) |
| Item 2(e). | CUSIP NUMBER: |
| 28621V101 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | Parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | ¨ | Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________________________. |
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Page 8 of 10 – SEC Filing
| Item 4. | OWNERSHIP. |
| The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. | ||
| The percentages used herein are calculated based upon 41,359,745 shares of Common Stock reported to be outstanding in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4), filed with the Securities and Exchange Commission on April 7, 2017 after giving effect to the completion of the offering and the full exercise of the underwriters’ over-allotment option, as described therein and in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2017. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. |
| Item 10. | CERTIFICATION. |
| Not applicable. |
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Page 9 of 10 – SEC Filing
SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: May 12, 2017
| empyrean capital partners, lp | |
| By: /s/ C. Martin Meekins | |
| Name: C. Martin Meekins | |
| Title: Chief Operating Officer | |
| Empyrean Capital Overseas MASTER Fund, Ltd. | |
| By: Empyrean Capital Partners, LP, | |
| its Investment Manager | |
| By: /s/ C. Martin Meekins | |
| Name: C. Martin Meekins | |
| Title: Chief Operating Officer | |
| P EMP Ltd. | |
| By: Empyrean Capital Partners, LP, | |
| its Investment Manager | |
| By: /s/ C. Martin Meekins | |
| Name: C. Martin Meekins | |
| Title: Chief Operating Officer | |
| /s/ Amos Meron | |
| AMOS MERON |
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Page 10 of 10 – SEC Filing
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATED: May 12, 2017
| empyrean capital partners, lp | |
| By: /s/ C. Martin Meekins | |
| Name: C. Martin Meekins | |
| Title: Chief Operating Officer | |
| Empyrean Capital Overseas MASTER Fund, Ltd. | |
| By: Empyrean Capital Partners, LP, | |
| its Investment Manager | |
| By: /s/ C. Martin Meekins | |
| Name: C. Martin Meekins | |
| Title: Chief Operating Officer | |
| P EMP Ltd. | |
| By: Empyrean Capital Partners, LP, | |
| its Investment Manager | |
| By: /s/ C. Martin Meekins | |
| Name: C. Martin Meekins | |
| Title: Chief Operating Officer |
| /s/ Amos Meron | |
| AMOS MERON |
