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*
MESDAG WILLEM

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD, SUITE 925

(Street)
LOS ANGELES CA 90067

(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)
06/11/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 06/11/2015 A(1) 2,404 A $0.00 31,511 D
Common Stock 06/11/2015 J(2) 29,600 A (2) 29,600(3) I See Footnote and Remarks(3)
Common Stock 1,332,036(4) I See Footnote and Remarks(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MESDAG WILLEM

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD, SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RED MOUNTAIN CAPITAL MANAGEMENT INC

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD, SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
RED MOUNTAIN CAPITAL PARTNERS LLC

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD, SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
RMCP GP LLC

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD, SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
RED MOUNTAIN PARTNERS, L.P.

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD, SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. Restricted stock units ("RSUs") granted to Willem Mesdag on June 11, 2015 under the Encore Capital Group, Inc. 2013 Incentive Compensation Plan in connection with Mr. Mesdag's service on the Issuer's board of directors. Each RSU represents the right to receive one share of Issuer common stock upon settlement, which shall occur within 10 days following the date Mr. Mesdag is no longer a member of the Issuer's board of directors. The RSUs are fully vested. As a Partner of Red Mountain Capital Partners LLC ("RMCP"), Mr. Mesdag holds these RSUs as a nominee of RMCP and an investment fund managed by RMCP and is party to an assignment agreement pursuant to which he will be required to transfer the shares of Issuer common stock underlying such RSUs to RMCP upon settlement thereof.
2. These shares were issued in settlement of outstanding deferred issuance RSUs previously awarded to J. Christopher Teets in his capacity as a director of the Issuer. These shares were transferred to RMCP on June 11, 2015 by Mr. Teets, a Partner of RMCP, following his resignation as a director of the Issuer on June 4, 2015. As a Partner of RMCP, Mr. Teets held these shares as a nominee of RMCP and an investment fund managed by RMCP and is party to an assignment agreement pursuant to which he was required to transfer such shares to RMCP upon settlement thereof.
3. These shares are held directly by RMCP.
4. These shares are held directly by Red Mountain Partners, L.P. ("RMP").
Remarks:
This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) RMCP, (iv) Red Mountain Capital Management, Inc. ("RMCM") and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP is the managing member of RMCP GP. RMCM is the managing member of RMCP. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP, may be deemed to beneficially own some or all of the securities reported as being held by RMCP. Each of Mr. Mesdag, RMCM, RMCP and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of the Reporting Persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any Reporting Person hereunder is subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or the beneficial owner of any of the reported securities for purposes of Section 16 or for any other purpose.
/s/ Willem Mesdag (on behalf of himself and the Other Reporting Persons) 06/12/2015
** 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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