Filing Details

28621V101

May 1, 2018

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,012,000 shares ⁽¹⁾

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,012,000 shares ⁽¹⁾

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,012,000 shares ⁽¹⁾

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⁾

TYPE OF REPORTING PERSON

PN

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,050,908 shares ⁽³⁾

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,050,908 shares ⁽³⁾

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,050,908 shares ⁽³⁾

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⁾

TYPE OF REPORTING PERSON

PN

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

179,400 shares ⁽⁵⁾

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

179,400 shares ⁽⁵⁾

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

179,400 shares ⁽⁵⁾

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⁾

TYPE OF REPORTING PERSON

PN

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

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

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

TYPE OF REPORTING PERSON

PN

NAME OF REPORTING PERSON

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

VPC Specialty Lending Fund (NE), Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

188,600 shares ⁽⁷⁾

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

188,600 shares ⁽⁷⁾

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

188,600 shares ⁽⁷⁾

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

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.4% ⁽⁸⁾

TYPE OF REPORTING PERSON

OO

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

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

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

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

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,012,000 shares ^(9)(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% ⁽¹¹⁾

TYPE OF REPORTING PERSON*

OO

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,050,908 shares ^(12)(13)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,050,908 shares ^(12)(13)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,050,908 shares ^(12)(13)

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⁾

TYPE OF REPORTING PERSON

PN

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

179,400 shares ^(15)(16)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

179,400 shares ^(15)(16)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

179,400 shares ^(15)(16)

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⁾

TYPE OF REPORTING PERSON

PN

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

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

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

TYPE OF REPORTING PERSON

CO

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,430,908 shares ^(18)(19)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,430,908 shares ^(18)(19)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,430,908 shares ^(18)(19)

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

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8% ⁽²⁰⁾

TYPE OF REPORTING PERSON

OO

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,430,908 shares ^(21)(22)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,430,908 shares ^(21)(22)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,430,908 shares ^(21)(22)

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⁾

TYPE OF REPORTING PERSON

OO

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,430,908 shares ^(24)(25)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,430,908 shares ^(24)(25)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,430,908 shares ^(24)(25)

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⁾

TYPE OF REPORTING PERSON

OO

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,430,908 shares ^(27)(28)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

2,430,908 shares ^(27)(28)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,430,908 shares ^(27)(28)

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⁾

TYPE OF REPORTING PERSON

IN

Elevate Credit, Inc.

4150 International Plaza, Suite 300

Fort Worth, Texas 76109

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), Ltd.

VPC Specialty Lending Investments Intermediate GP, LLC

VPC Special Opportunities Fund III GP, LP

VPC Specialty Finance Fund GP II, LP

Victory Park Capital Advisors, LLC

Victory Park Capital Advisors Management GP, LLC

Victory Park Capital Advisors GP, LLC

Richard Levy

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

Next Edge Specialty Finance Corp.

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

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), Ltd. – 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

Victory Park Capital Advisors, LLC – Delaware

Victory Park Capital Advisors Management GP, LLC – Delaware

Victory Park Capital Advisors GP, LLC – Delaware

Richard Levy – United States

VPC Specialty Lending Fund (NE), L.P. – Cayman Islands

Next Edge Specialty Finance Corp. – Canada

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

Broker or dealer registered under Section 15 of the Exchange Act.

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

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

Investment company registered under Section 8 of the Investment Company Act.

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

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

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;

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

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

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

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

VPC Specialty Lending Investments Intermediate, L.P. – 1,012,000 shares

VPC Special Opportunities Fund III Onshore, L.P. – 1,050,908 shares

VPC Onshore Specialty Finance Fund II, L.P. – 179,400 shares

VPC Specialty Lending Fund (NE), Ltd. – 188,600 shares

VPC Specialty Lending Investments Intermediate GP, LLC – 1,012,000 shares

VPC Special Opportunities Fund III GP, LP – 1,050,908 shares

VPC Specialty Finance Fund GP II, LP – 179,400 shares

Victory Park Capital Advisors, LLC – 2,430,908 shares

Victory Park Capital Advisors Management GP, LLC – 2,430,908 shares

Victory Park Capital Advisors GP, LLC – 2,430,908 shares

Richard Levy – 2,430,908 shares

VPC Specialty Lending Fund (NE), L.P. – 0 shares

Next Edge Specialty Finance Corp. – 0 shares

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), Ltd. – 0.4%

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%

Victory Park Capital Advisors, LLC – 5.8%

Victory Park Capital Advisors Management GP, LLC – 5.8%

Victory Park Capital Advisors GP, LLC – 5.8%

Richard Levy – 5.8%

VPC Specialty Lending Fund (NE), L.P. – 0.0%

Next Edge Specialty Finance Corp. – 0.0%

Beneficial ownership percentages are as of May 1, 2018, based on 42,230,116 outstanding shares of the Common Stock of Issuer as of March 28, 2018, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, as filed with the SEC on April 4, 2018.

VPC Specialty Lending Investments Intermediate, L.P. – 1,012,000 shares

VPC Special Opportunities Fund III Onshore, L.P. – 1,050,908 shares

VPC Onshore Specialty Finance Fund II, L.P. – 179,400 shares

VPC Specialty Lending Fund (NE), Ltd. – 188,600 shares

VPC Specialty Lending Investments Intermediate GP, LLC – 1,012,000 shares

VPC Special Opportunities Fund III GP, LP – 1,050,908 shares

VPC Specialty Finance Fund GP II, LP – 179,400 shares

Victory Park Capital Advisors, LLC – 2,430,908 shares

Victory Park Capital Advisors Management GP, LLC – 2,430,908 shares

Victory Park Capital Advisors GP, LLC – 2,430,908 shares

Richard Levy – 2,430,908 shares

VPC Specialty Lending Fund (NE), L.P. – 0 shares

Next Edge Specialty Finance Corp. – 0 shares

Sole power to dispose or to direct the disposition of:

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. – 1,050,908 shares

VPC Onshore Specialty Finance Fund II, L.P. – 179,400 shares

VPC Specialty Lending Fund (NE), Ltd. – 188,600 shares

VPC Specialty Lending Investments Intermediate GP, LLC – 1,012,000 shares

VPC Special Opportunities Fund III GP, LP – 1,050,908 shares

VPC Specialty Finance Fund GP II, LP – 179,400 shares

Victory Park Capital Advisors, LLC – 2,430,908 shares

Victory Park Capital Advisors Management GP, LLC – 2,430,908 shares

Victory Park Capital Advisors GP, LLC – 2,430,908 shares

Richard Levy – 2,430,908 shares

VPC Specialty Lending Fund (NE), L.P. – 0 shares

Next Edge Specialty Finance Corp. – 0 shares

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 VPC Specialty Lending Fund (NE), L.P. and Next Edge Specialty Finance Corp.

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.

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.

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.

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.

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.