SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO §240.13d-2
(Amendment No. 5)*
CompuCredit Holdings Corporation
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
20478T107
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
CUSIP No. 20478T107 |
1. |
NAMES OF REPORTING PERSONS
Frank J. Hanna, III | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
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3. | SEC USE ONLY
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4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
6,442,396 (a)(b)(c) | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
6,442,396 (a)(b)(c) | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,442,396 (a)(b)(c) | |||||
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.3% | |||||
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(a) | Includes 5,398,368 shares of CompuCredit Holdings Corporation (the Company) common stock held by FSH Capital, LLC (FSH). Frank J. Hanna, III owns the majority of the economic interests in FSH, and the Operating Agreement of FSH provides that Frank J. Hanna, III shall solely possess the power to vote and dispose of the Companys common stock held by FSH. |
(b) | Includes 1,044,028 shares of the Companys common stock held by Bravo Trust One (BTO). Frank J. Hanna, III is the sole shareholder and serves as the President of Bravo One Company, Inc., which is the sole trustee of BTO. Frank J. Hanna, III and members of Frank J. Hanna IIIs immediate family are the beneficiaries of BTO. |
(c) | Excludes 5,483,435 shares of the Companys common stock that have been pledged to an entity controlled by Frank J. Hanna, III (the Pledgee) to secure a loan to an entity controlled by David G. Hanna and members of David G. Hannas immediate family. The pledge agreement, prior to default, does not grant to the Pledgee (i) the power to vote or to direct the vote of the pledged shares or (ii) the power to dispose or direct the disposition of the pledged shares. |
CUSIP No. 20478T107 |
1. |
NAMES OF REPORTING PERSONS
FSH Capital, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
5,398,368 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
5,398,368 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,398,368 | |||||
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.9% | |||||
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 20478T107 |
1. |
NAMES OF REPORTING PERSONS
Bravo Trust One | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
1,044,028 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
1,044,028 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,044,028 | |||||
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4% | |||||
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
Item 1. | (a) |
Name of Issuer: | ||||||||||
CompuCredit Holdings Corporation | ||||||||||||
(b) |
Address of Issuers Principal Executive Offices: | |||||||||||
Five Concourse Parkway, Suite 400 Atlanta, Georgia 30328 |
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Item 2. | (a) |
Name of Person Filing: | ||||||||||
Frank J. Hanna, III FSH Capital, LLC Bravo Trust One |
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(b) |
Address of Principal Business Office or, if None, Residence: | |||||||||||
Frank J. Hanna, III c/o CompuCredit Holdings Corporation Five Concourse Parkway, Suite 400 Atlanta, Georgia 30328 |
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FSH Capital, LLC 101 Convention Center Drive, Suite 850 Las Vegas, Nevada 89109 |
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Bravo Trust One 101 Convention Center Drive, Suite 850 Las Vegas, Nevada 89109 |
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(c) |
Citizenship: | |||||||||||
Frank J. Hanna, III United States of America FSH Capital, LLC Nevada Bravo Trust One Nevada |
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(d) |
Title of Class of Securities: | |||||||||||
Common stock, no par value per share | ||||||||||||
(e) |
CUSIP Number: | |||||||||||
20478T107 | ||||||||||||
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | |||||||||||
Not Applicable |
Item 4. | Ownership. | |||||||||
(a) | Amount beneficially owned as of December 31, 2011: | |||||||||
Frank J. Hanna, III is deemed to beneficially own 6,442,396 shares of CompuCredit Holdings Corporation (the Company) common stock, but does not directly own any shares of the Companys common stock. | ||||||||||
Frank J. Hanna, III is deemed the beneficial owner of 5,398,368 shares of the Companys common stock held by FSH Capital, LLC (FSH). Frank J. Hanna, III owns the majority of the economic interests in FSH, and the Operating Agreement of FSH provides that Frank J. Hanna, III shall solely possess the power to vote and dispose of the Companys common stock held by FSH. | ||||||||||
Frank J. Hanna, III is deemed the beneficial owner of 1,044,028 shares of the Companys common stock held by Bravo Trust One (BTO). Frank J. Hanna, III is the sole shareholder and serves as the President of Bravo One Company, Inc., which is the sole trustee of BTO. Frank J. Hanna, III and members of Frank J. Hanna, IIIs immediate family are the beneficiaries of BTO. | ||||||||||
(b) | Percent of Class: | |||||||||
Frank J. Hanna, III 27.3% FSH Capital, LLC 22.9% Bravo Trust One 4.4% |
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Based on 23,559,402 shares of the Companys common stock outstanding as of December 31, 2011 (according to information provided by the Company). | ||||||||||
(c) | Number of shares as to which the person has: | |||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||
Frank J. Hanna, III 0 FSH Capital, LLC 0 Bravo Trust One 0 |
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(ii) | Shared power to vote or to direct the vote: | |||||||||
Frank J. Hanna, III 6,442,396 FSH Capital, LLC 5,398,368 Bravo Trust One 1,044,028 |
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(iii) | Sole power to dispose or to direct the disposition of: | |||||||||
Frank J. Hanna, III 0 FSH Capital, LLC 0 Bravo Trust One 0 |
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(iv) | Shared power to dispose or to direct the disposition of: | |||||||||
Frank J. Hanna, III 6,442,396 FSH Capital, LLC 5,398,368 Bravo Trust One 1,044,028 |
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Item 5. | Ownership of Five Percent or Less of a Class. | |||||||||
Not Applicable | ||||||||||
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. | |||||||||
Not Applicable | ||||||||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||||||||
Not Applicable | ||||||||||
Item 8. | Identification and Classification of Members of the Group. | |||||||||
Not Applicable | ||||||||||
Item 9. | Notice of Dissolution of Group. | |||||||||
Not Applicable | ||||||||||
Item 10. | Certifications. | |||||||||
Not Applicable |
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.
Dated: February 14, 2012
/s/ Frank J. Hanna, III | ||
Frank J. Hanna, III | ||
FSH Capital, LLC | ||
By: | /s/ Sally R. Hanna | |
Name: | Sally R. Hanna | |
Title: | Manager | |
Bravo Trust One | ||
By: Bravo One Company, Inc., as sole trustee | ||
By: | /s/ Joshua C. Miller | |
Name: | Joshua C. Miller | |
Title: | Assistant Secretary* |
* | Pursuant to the power of attorney filed as Exhibit 99.1 to this statement and incorporated herein by reference. |
Exhibit Index
Exhibit A | Joint Filing Agreement Pursuant to Rule 13d-1(k) | |
Exhibit 99.1 | Power of Attorney |
Exhibit A
Joint Filing Agreement
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the Act), by and among the parties listed below, each referred to herein as a Joint Filer. The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Dated: February 14, 2012
/s/ Frank J. Hanna, III | ||
Frank J. Hanna, III | ||
FSH Capital, LLC | ||
By: | /s/ Sally R. Hanna | |
Name: | Sally R. Hanna | |
Title: | Manager | |
Bravo Trust One | ||
By: Bravo One Company, Inc., as sole trustee | ||
By: | /s/ Joshua C. Miller | |
Name: | Joshua C. Miller | |
Title: | Assistant Secretary* |
* | Pursuant to the power of attorney filed as Exhibit 99.1 to this statement and incorporated herein by reference. |
Exhibit 99.1
POWER OF ATTORNEY
Schedule 13G and/or Schedule 13D
Bravo One Company, Inc.
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Joshua C. Miller as the undersigneds true and lawful attorney-in-fact and agent to:
(1) prepare, execute in the undersigneds name and on the undersigneds behalf, and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of forms, reports, schedules, and/or statements required by Section 13 of the Securities Exchange Act of 1934 (the Exchange Act) or any rule or regulation of the SEC thereunder;
(2) prepare, execute, and file with the SEC, for and on behalf of the undersigned, in the undersigneds capacity as a beneficial owner of more than five percent of a class of security of CompuCredit Holdings Corporation (the Company) which is registered pursuant to Section 12 of the Exchange Act, any Schedule 13G or Schedule 13D, and any amendments to such filings, which may be required to be filed with the SEC pursuant to Section 13 of the Exchange Act and the rules thereunder as a result of the undersigneds beneficial ownership of securities of the Company and any changes therein;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13G and/or Schedule 13D, complete and execute any amendment or amendments thereto, and timely file such Schedules and/or Forms with the SEC and any securities exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 13 of the Exchange Act and the rules thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Schedule 13G and/or Schedule 13D with respect to the undersigneds beneficial ownership of securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be duly executed as of this 14th day of February, 2012.
Bravo One Company, Inc. | ||
By: | /s/ Joshua C. Miller | |
Name: | Joshua C. Miller | |
Title: | Assistant Secretary |