SEC FORM 4

SEC Form 4

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^*

OROS JOHN J

(Last)

(First)

(Middle)

3111 CAMINO DEL RIO NORTH, SUITE 1300

(Street)

SAN DIEGO

92108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENCORE CAPITAL GROUP INC [ ECPG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/07/2012		J⁽¹⁾		22,811	D	⁽¹⁾	0	D
Common Stock	02/07/2012		J⁽¹⁾		22,811	A	⁽¹⁾	22,811	I	By Affiliation⁽²⁾
Common Stock								361,315	I	By Limited Partnership⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares represent RSUs that were granted to the Reporting Person as compensation for his service as a director of the Company. Pursuant to the Reporting Person's deferral election, the shares underlying the RSUs were paid upon the effective date of the Reporting Person's resignation as a director of the Company. The request for the release and issuance of shares was initiated on February 7, 2012 and finalized on February 8, 2012. As a managing director of J.C. Flowers & Co. UK Ltd. ("JCF Ltd."), an affiliate of J.C. Flowers & Co. LLC ("JCF LLC"), the Reporting Person is party to an assignment agreement pursuant to which he was required to transfer, and did so transfer, such shares to JCF LLC upon payment thereof.

2. Reflects shares of Encore's common stock held by JCF LLC as a result of a transfer from the Reporting Person. The Reporting Person is a managing director of JCF Ltd., an affiliate of JCF LLC, and through this pecuniary interest in an affiliate of JCF LLC, the Reporting Person may be deemed to be the beneficial owner of these shares. The Reporting Person disclaims beneficial ownership of these shares in excess of his pecuniary interest therein.

3. Reflects shares of Encore's common stock held by JCF FPK I LP ("JCF FPK"), an affiliate of JCF LLC and JCF Ltd. The Reporting Person is a limited partner of JCF FPK and a managing director of JCF Ltd., an affiliate of investment advisor JCF LLC, and through this pecuniary interest, the Reporting Person may be deemed to be the beneficial owner of these shares. The Reporting Person disclaims beneficial ownership of these shares in excess of his pecuniary interest therein.

	/s/ Carrie Darling, Attorney-in-Fact for John J. Oros	02/09/2012
	** 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).
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