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Filing Details

Accession Number:: 0001193805-18-000236
Form Type:: 13G Filing
Publication Date:: 2018-02-14 16:08:43

Filed By:: Victory Park Capital Advisors, Llc
Company:: Elevate Credit Inc.
Filing Date:: 2018-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
VPC Specialty Lending Investments Intermediate	1,012,000	1,012,000	1,012,000	2.5%
VPC Special Opportunities Fund III Onshore	1,049,348	1,049,348	1,049,348
VPC Onshore Specialty Finance Fund II	179,400	179,400	179,400
VPC Specialty Lending Fund (NE)	188,600	188,600	188,600
VPC Specialty Lending Investments Intermediate GP	1,012,000	1,012,000	1,012,000
VPC Special Opportunities Fund III GP	1,049,348	1,049,348	1,049,348
VPC Specialty Finance Fund GP II	179,400	179,400	179,400
Next Edge Specialty Finance Corp	188,600	188,600	188,600
Victory Park Capital Advisors	2,429,348	2,429,348	2,429,348
Victory Park Capital Advisors Management GP	2,429,348	2,429,348	2,429,348
Victory Park Capital Advisors GP	2,429,348	2,429,348	2,429,348
Jacob Capital	0	0	0
Richard Levy	2,429,348	2,429,348	2,429,348

Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to Rule 13d-2(b)

(Amendment No. 1)*

	Elevate Credit, Inc.
(Name of Issuer)

	Common Stock, $0.0004 par value
(Title of Class of Securities)

			28621V101
(CUSIP Number)

		December 31, 2017
Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐   Rule 13d-1(b)
☒   Rule 13d-1(c)
☐   Rule 13d-1(d)

*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 disclosures provided in a prior cover page.

The information required on 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).

Page 1 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

VPC Specialty Lending Investments Intermediate, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,012,000 shares ⁽¹⁾

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,012,000 shares ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,012,000 shares ⁽¹⁾

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.4% ⁽²⁾

12.

TYPE OF REPORTING PERSON

(1) The number of shares reported as beneficially owned is as of December 31, 2017.

(2) Based on 41,859,871 outstanding shares of the Common Stock of Issuer as of November 7, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2017.

Page 2 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

VPC Special Opportunities Fund III Onshore, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,049,348 shares ⁽³⁾

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,049,348 shares ⁽³⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,049,348 shares ⁽³⁾

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.5% ⁽⁴⁾

12.

TYPE OF REPORTING PERSON

(3) See footnote (1) above.

(4) See footnote (2) above.

Page 3 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

VPC Onshore Specialty Finance Fund II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

179,400 shares ⁽⁵⁾

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

179,400 shares ⁽⁵⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

179,400 shares ⁽⁵⁾

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.4% ⁽⁶⁾

12.

TYPE OF REPORTING PERSON

(5) See footnote (1) above.

(6) See footnote (2) above.

Page 4 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

VPC Specialty Lending Fund (NE), L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

188,600 shares ⁽⁷⁾

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

188,600 shares ⁽⁷⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

188,600 shares ⁽⁷⁾

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.5% ⁽⁸⁾

12.

TYPE OF REPORTING PERSON

(7) See footnote (1) above.

(8) See footnote (2) above.

Page 5 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

VPC Specialty Lending Investments Intermediate GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,012,000 shares ^(9)(10)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,012,000 shares ^(9)(10)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,012,000 shares ^(9)(10)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

2.4% ⁽¹¹⁾

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.

TYPE OF REPORTING PERSON

(9) Consists of shares of Common Stock of Issuer held by VPC Specialty Lending Investments Intermediate, L.P., of which VPC Specialty Lending Investments Intermediate GP, LLC is the general partner.

(10) See footnote (1) above.

(11) See footnote (2) above.

Page 6 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

VPC Special Opportunities Fund III GP, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

1,049,348 shares ^(12)(13)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,049,348 shares ^(12)(13)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,049,348 shares ^(12)(13)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.5% ⁽¹⁴⁾

12.

TYPE OF REPORTING PERSON*

(12) Consists of shares of Common Stock of Issuer held by VPC Special Opportunities Fund III Onshore, L.P., of which VPC Special Opportunities Fund III GP, LP is the general partner.

(13) See footnote (1) above.

(14) See footnote (2) above.

Page 7 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

VPC Specialty Finance Fund GP II, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

179,400 shares ^(15)(16)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

179,400 shares ^(15)(16)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

179,400 shares ^(15)(16)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.4% ⁽¹⁷⁾

12.

TYPE OF REPORTING PERSON

(15) Consists of shares of Common Stock of Issuer held by VPC Onshore Specialty Finance Fund II, L.P., of which VPC Specialty Finance Fund GP II, LP is the general partner.

(16) See footnote (1) above.

(17) See footnote (2) above.

Page 8 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Next Edge Specialty Finance Corp.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

188,600 shares ^(18)(19)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

188,600 shares ^(18)(19)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

188,600 shares ^(18)(19)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.5% ⁽²⁰⁾

12.

TYPE OF REPORTING PERSON

(18) Consists of shares of Common Stock of Issuer held by VPC Specialty Lending Fund (NE), L.P., of which Next Edge Specialty Finance Corp. is the general partner.

(19) See footnote (1) above.

(20) See footnote (2) above.

Page 9 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Victory Park Capital Advisors, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

2,429,348 shares ^(21)(22)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

2,429,348 shares ^(21)(22)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,429,348 shares ^(21)(22)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8% ⁽²³⁾

12.

TYPE OF REPORTING PERSON

(21) Consists of shares of Common Stock of Issuer held by VPC Specialty Lending Investments Intermediate, L.P., VPC Special Opportunities Fund III Onshore, L.P., VPC Onshore Specialty Finance Fund II, L.P., and VPC Specialty Lending Fund (NE), L.P. (the “Funds”), of which Victory Park Capital Advisors, LLC is the investment manager.

(22) See footnote (1) above.

(23) See footnote (2) above.

Page 10 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Victory Park Capital Advisors Management GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

2,429,348 shares ^(24)(25)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

2,429,348 shares ^(24)(25)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,429,348 shares ^(24)(25)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8% ⁽²⁶⁾

12.

TYPE OF REPORTING PERSON

(24) Consists of shares of Common Stock of Issuer held by the Funds. Victory Park Capital Advisors Management GP, LLC is the managing member of Victory Park Capital Advisors, LLC, which is the investment manager of each of the Funds.

(25) See footnote (1) above.

(26) See footnote (2) above.

Page 11 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Victory Park Capital Advisors GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

2,429,348 shares ^(27)(28)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

2,429,348 shares ^(27)(28)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,429,348 shares ^(27)(28)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8% ⁽²⁹⁾

12.

TYPE OF REPORTING PERSON

(27) Consists of shares of Common Stock of Issuer held by the Funds. Victory Park Capital Advisors GP, LLC is the managing member of Victory Park Capital Advisors Management GP, LLC, which is the managing member of Victory Park Capital Advisors, LLC, which is the investment manager of each of the Funds.

(28) See footnote (1) above.

(29) See footnote (2) above.

Page 12 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Jacob Capital, L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12.

TYPE OF REPORTING PERSON

Page 13 of 27

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Richard Levy

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

2,429,348 shares ^(30)(31)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

2,429,348 shares ^(30)(31)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,429,348 shares ^(30)(31)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8% ⁽³²⁾

12.

TYPE OF REPORTING PERSON

(30) Consists of shares of Common Stock of Issuer held by the Funds. Richard Levy is the trustee of the manager of Victory Park Capital Advisors GP, LLC, which is the managing member of Victory Park Capital Advisors Management GP, LLC, which is the managing member of Victory Park Capital Advisors, LLC, which is the investment manager of each of the Funds.

(31) See footnote (1) above.

(32) See footnote (2) above.

Page 14 of 27

Item 1(a).	Name of Issuer:

	Elevate Credit, Inc.

Item 1(b).	Address of Issuer's Principal Executive Offices:

	4150 International Plaza, Suite 300 Fort Worth, Texas 76109

Item 2(a).	Name of Person Filing:

	VPC Specialty Lending Investments Intermediate, L.P. VPC Special Opportunities Fund III Onshore, L.P. VPC Onshore Specialty Finance Fund II, L.P. VPC Specialty Lending Fund (NE), L.P. VPC Specialty Lending Investments Intermediate GP, LLC VPC Special Opportunities Fund III GP, LP VPC Specialty Finance Fund GP II, LP Next Edge Specialty Finance Corp. Victory Park Capital Advisors, LLC Victory Park Capital Advisors Management GP, LLC Victory Park Capital Advisors GP, LLC Jacob Capital, L.L.C. Richard Levy

Item 2(b).	Address of Principal Business Office, or if None, Residence:

	All Reporting Persons other than Next Edge Specialty Finance Corp.: 150 North Riverside Plaza, Suite 5200 Chicago, Illinois 60606 Next Edge Specialty Finance Corp.: 1 Toronto Street, Suite 200 Toronto, Ontario Canada M5C 2V6

Item 2(c).	Citizenship:

	VPC Specialty Lending Investments Intermediate, L.P. – Delaware VPC Special Opportunities Fund III Onshore, L.P. – Delaware VPC Onshore Specialty Finance Fund II, L.P. – Delaware VPC Specialty Lending Fund (NE), L.P. – Cayman Islands VPC Specialty Lending Investments Intermediate GP, LLC – Delaware VPC Special Opportunities Fund III GP, LP – Delaware VPC Specialty Finance Fund GP II, LP – Delaware Next Edge Specialty Finance Corp. – Canada Victory Park Capital Advisors, LLC – Delaware Victory Park Capital Advisors Management GP, LLC – Delaware Victory Park Capital Advisors GP, LLC – Delaware Jacob Capital, L.L.C. – Illinois Richard Levy – United States

Page 15 of 27

Item 2(d).	Title of Class of Securities:

	Common Stock

Item 2(e).	CUSIP Number:

	28621V101

Item 3.	If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act.

(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)	☐	Investment company registered under Section 8 of the Investment Company Act.

(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	☐	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

Page 16 of 27

Item 4.	Ownership.*

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

As of December 31, 2017:

(a)	Amount beneficially owned:

	VPC Specialty Lending Investments Intermediate, L.P. – 1,012,000 shares VPC Special Opportunities Fund III Onshore, L.P. – 1,049,348 shares VPC Onshore Specialty Finance Fund II, L.P. – 179,400 shares VPC Specialty Lending Fund (NE), L.P. – 188,600 shares VPC Specialty Lending Investments Intermediate GP, LLC – 1,012,000 shares VPC Special Opportunities Fund III GP, LP – 1,049,348 shares VPC Specialty Finance Fund GP II, LP – 179,400 shares Next Edge Specialty Finance Corp. – 188,600 shares Victory Park Capital Advisors, LLC – 2,429,348 shares Victory Park Capital Advisors Management GP, LLC – 2,429,348 shares Victory Park Capital Advisors GP, LLC – 2,429,348 shares Jacob Capital, L.L.C. – 0 shares Richard Levy – 2,429,348 shares

(b)	Percent of class:

	VPC Specialty Lending Investments Intermediate, L.P. – 2.4% VPC Special Opportunities Fund III Onshore, L.P. – 2.5% VPC Onshore Specialty Finance Fund II, L.P. – 0.4% VPC Specialty Lending Fund (NE), L.P. – 0.5% VPC Specialty Lending Investments Intermediate GP, LLC – 2.4% VPC Special Opportunities Fund III GP, LP – 2.5% VPC Specialty Finance Fund GP II, LP – 0.4% Next Edge Specialty Finance Corp. – 0.5% Victory Park Capital Advisors, LLC – 5.8% Victory Park Capital Advisors Management GP, LLC – 5.8% Victory Park Capital Advisors GP, LLC – 5.8% Jacob Capital, L.L.C. – 0.0% Richard Levy – 5.8% Beneficial ownership percentages are as of December 31, 2017, based on 41,859,871 outstanding shares of the Common Stock of Issuer as of November 7, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, as filed with the SEC on November 9, 2017.

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote:	All Reporting Persons - 0 shares

	(ii)	Shared power to vote or to direct the vote:	VPC Specialty Lending Investments Intermediate, L.P. – 1,012,000 shares VPC Special Opportunities Fund III Onshore, L.P. – 1,049,348 shares VPC Onshore Specialty Finance Fund II, L.P. – 179,400 shares VPC Specialty Lending Fund (NE), L.P. – 188,600 shares VPC Specialty Lending Investments Intermediate GP, LLC – 1,012,000 shares VPC Special Opportunities Fund III GP, LP – 1,049,348 shares VPC Specialty Finance Fund GP II, LP – 179,400 shares Next Edge Specialty Finance Corp. – 188,600 shares Victory Park Capital Advisors, LLC – 2,429,348 shares Victory Park Capital Advisors Management GP, LLC – 2,429,348 shares Victory Park Capital Advisors GP, LLC – 2,429,348 shares Jacob Capital, L.L.C. – 0 shares Richard Levy – 2,429,348 shares

Page 17 of 27


(iii)	Sole power to dispose or to direct the disposition of:	All Reporting Persons - 0 shares

(iv)	Shared power to dispose or to direct the disposition of:	VPC Specialty Lending Investments Intermediate, L.P. – 1,012,000 shares VPC Special Opportunities Fund III Onshore, L.P. – 1,049,348 shares VPC Onshore Specialty Finance Fund II, L.P. – 179,400 shares VPC Specialty Lending Fund (NE), L.P. – 188,600 shares VPC Specialty Lending Investments Intermediate GP, LLC – 1,012,000 shares VPC Special Opportunities Fund III GP, LP – 1,049,348 shares VPC Specialty Finance Fund GP II, LP – 179,400 shares Next Edge Specialty Finance Corp. – 188,600 shares Victory Park Capital Advisors, LLC – 2,429,348 shares Victory Park Capital Advisors Management GP, LLC – 2,429,348 shares Victory Park Capital Advisors GP, LLC – 2,429,348 shares Jacob Capital, L.L.C. – 0 shares Richard Levy – 2,429,348 shares

***See footnotes on cover pages which are incorporated by reference herein.

Item 5.	Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following ☒. This box is being checked solely with respect to Jacob Capital, L.L.C.



Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

	N/A

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

	N/A

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Item 8.	Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.

	See Exhibit B


Item 9.	Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

	N/A

Item 10.	Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.

Page 19 of 27

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE, L.P.

By: VPC Specialty Lending Investments Intermediate GP, LLC

Its: General Partner

By: Victory Park Management, LLC

Its: Manager

By: /s/ Scott Zemnick

Scott Zemnick, Manager

VPC SPECIAL OPPORTUNITIES FUND III ONSHORE, L.P.

By: VPC Special Opportunities Fund III GP, LP

Its: General Partner

By: VPC Special Opportunities Fund III UGP, LLC

Its: General Partner

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

VPC ONSHORE SPECIALTY FINANCE FUND II, L.P.

By: VPC Specialty Finance Fund GP II, LP

Its: General Partner

By: VPC Specialty Finance Fund UGP II, LLC

Its: General Partner

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

VPC SPECIALTY LENDING FUND (NE), L.P.

By: Next Edge Specialty Finance Corp.

Its: General Partner

By: /s/ Toreigh Stuart

Toreigh Stuart, Director

Page 20 of 27

VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE GP, LLC

By: Victory Park Management, LLC

Its: Manager

By: /s/ Scott Zemnick

Scott Zemnick, Manager

VPC SPECIAL OPPORTUNITIES FUND III GP, LP

By: VPC Special Opportunities Fund III UGP, LLC

Its: General Partner

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

VPC SPECIALTY FINANCE FUND GP II, LP

By: VPC Specialty Finance Fund UGP II, LLC

Its: General Partner

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

NEXT EDGE SPECIALTY FINANCE CORP.

By: /s/ Toreigh Stuart

Toreigh Stuart, Director

VICTORY PARK CAPITAL ADVISORS, LLC

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

VICTORY PARK CAPITAL ADVISORS MANAGEMENT GP, LLC

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

VICTORY PARK CAPITAL ADVISORS GP, LLC

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

Page 21 of 27

JACOB CAPITAL, L.L.C.

By: /s/ Richard Levy

Richard Levy, Sole Member

/s/ Richard Levy

RICHARD LEVY

Page 22 of 27

Exhibit List

Exhibit A. Joint Filing Agreement.

Exhibit B. Item 8 Statement.

Page 23 of 27

Exhibit A

Joint Filing Agreement

The undersigned hereby agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock of Elevate Credit, Inc. shall be filed on behalf of each of the undersigned pursuant to, and in accordance with, the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE, L.P.

By: VPC Specialty Lending Investments Intermediate GP, LLC

Its: General Partner

By: Victory Park Management, LLC

Its: Manager

By: /s/ Scott Zemnick

Scott Zemnick, Manager

VPC SPECIAL OPPORTUNITIES FUND III ONSHORE, L.P.

By: VPC Special Opportunities Fund III GP, LP

Its: General Partner

By: VPC Special Opportunities Fund III UGP, LLC

Its: General Partner

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

VPC ONSHORE SPECIALTY FINANCE FUND II, L.P.

By: VPC Specialty Finance Fund GP II, LP

Its: General Partner

By: VPC Specialty Finance Fund UGP II, LLC

Its: General Partner

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

VPC SPECIALTY LENDING FUND (NE), L.P.

By: Next Edge Specialty Finance Corp.

Its: General Partner

By: /s/ Toreigh Stuart

Toreigh Stuart, Director

Page 24 of 27

VPC SPECIALTY LENDING INVESTMENTS INTERMEDIATE GP, LLC

By: Victory Park Management, LLC

Its: Manager

By: /s/ Scott Zemnick

Scott Zemnick, Manager

VPC SPECIAL OPPORTUNITIES FUND III GP, LP

By: VPC Special Opportunities Fund III UGP, LLC

Its: General Partner

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

VPC SPECIALTY FINANCE FUND GP II, LP

By: VPC Specialty Finance Fund UGP II, LLC

Its: General Partner

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

NEXT EDGE SPECIALTY FINANCE CORP.

By: /s/ Toreigh Stuart

Toreigh Stuart, Director

VICTORY PARK CAPITAL ADVISORS, LLC

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

VICTORY PARK CAPITAL ADVISORS MANAGEMENT GP, LLC

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

VICTORY PARK CAPITAL ADVISORS GP, LLC

By: /s/ Scott Zemnick

Scott Zemnick, General Counsel

Page 25 of 27

JACOB CAPITAL, L.L.C.

By: /s/ Richard Levy

Richard Levy, Sole Member

/s/ Richard Levy

RICHARD LEVY

Page 26 of 27

Exhibit B

Item 8 Statement

Due to the relationships amongst them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

Page 27 of 27