| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ENCORE CAPITAL GROUP INC [ ECPG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/04/2008 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/10/2007 | 05/10/2007 | P | 5,737,032(1)(2) | A | $9.75(1)(2) | 5,737,032(1)(2) | D(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. JCF FPK I LP, an Alberta limited partnership, JCF Associates II-A LP, a Delaware limited partnership, JCF Associates II-A LLC, a Delaware limited liability company and J. Christopher Flowers may be deemed to be part of a group with Red Mountain Capital Partners LLC, Red Mountain Capital Partners II, L.P., Red Mountain Capital Partners III, L.P., RMCP GP LLC, Red Mountain Capital Management Inc. and Willem Mesdag (collectively, "Red Mountain") and, accordingly, may be deemed, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended and the rules promulgated thereunder (the "Exchange Act") to beneficially own the 3,435,062 shares of Common Stock of Encore Capital Group, Inc. ("Encore") beneficially owned by Red Mountain. (con't) |
| 2. (con't) The reporting persons do not have any pecuniary interest in such securities and disclaim beneficial ownership of such securities for purposes of Section 16 of the Exchange Act, or for any other purposes. |
| 3. These shares are held directly by JCF FPK I LP. J. Christopher Flowers holds an indirect interest in the reported securities through a pecuniary interest in JCF Associates II-A LLC, a Delaware limited liability company. JCF Associates II-A LLC holds an indirect interest in the reported securities through a pecuniary interest in JCF Associates II-A LP, a Delaware limited partnership. JCF Associates II-A LP holds an indirect interest in the reported securities through a pecuniary interest in JCF FPK I LP, a Delaware limited partnership. Mr. Flowers is the sole managing member of JCF Associates II-A LLC, which is the general partner of JCF Associates II-A LP, which is the general partner of JCF FPK I LP. Mr. Flowers therefore controls JCF Associates II-A LLC, which controls JCF Associates II-A LP, which controls JCF FPK I LP. (con't) |
| 4. (con't) Mr. Flowers, JCF Associates II-A LLC and JCF Associates II-A LP disclaim beneficial ownership of the reported securities 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 Mr. Flowers, JCF Associates II-A LLC and JCF Associates II-A LP have beneficial ownership of such securities for purposes of Section 16 of the Exchange Act, or for any other purposes. |
| 5. The Form 4 filed by the reporting persons on January 4, 2008 had previously disclosed that Encore issued 5,931 restricted stock units ("RSUs") to JCF FPK I LP on January 2, 2008 under the Encore 2005 Stock Incentive Plan in connection with the service of Tim Hanford and John Oros as members of Encore's board of directors. The reporting persons have been advised by Encore that, in lieu of issuing those 5,931 RSUs to JCF FPK I LP, Encore issued 3,107 of those RSUs directly to Tim Hanford and the remaining 2,824 of those RSUs directly to John Oros. This Form 4/A is being filed to amend the previous disclosure. |
| JCF FPK I LP /s/ Sally Rocker Title: Managing Director | 07/02/2008 | |
| JCF ASSOCIATES II-A LP /s/ Sally Rocker Title: Managing Director | 07/02/2008 | |
| JCF ASSOCIATES II-A LLC /s/ Sally Rocker Title: Managing Director | 07/02/2008 | |
| J. CHRISTOPHER FLOWERS /s/ J. Christopher Flowers | 07/02/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||