SC 13D/A 1 d74126dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

 

 

ENOVA INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

29357K103

(CUSIP Number)

Ellada Pozidou

Nikou Georgiou, 6, Block C, 7th Floor, Flat/office 703,

P.C. 1096, Nicosia, Cyprus

with a copy to

Alex Kravchenko

Vlad Dulgerov

8 Presnenskaya Naberezhnaya, Building 1, office. 12B,

Moscow 123317, Russia

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 23, 2015

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 (the “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).

 

 

 

  1.   

Name of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Nakula Management Limited

 

00-0000000

  2.  

Check the Appropriate Box if a Member of a Group

 

(a)  ¨

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Cyprus

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

2,415,345 shares of Common Stock

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

2,415,345 shares of Common Stock

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,415,345 shares of Common Stock

12.  

Check If the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

7.3% of Common Stock*

14.  

Type of Reporting Person

 

OO

 

* The Reporting Person is the direct beneficial owner of approximately 7.3% of the Issuer’s outstanding voting capital stock. See Item 5. The calculated percentages are based on 33,000,000 shares of Common Stock outstanding as of September 1, 2015, as reported in Enova International, Inc.’s Prospectus, dated September 15, 2015 (File No. 333-199733), filed with the U.S. Securities and Exchange Commission on September 16, 2015.

  1.   

Name of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Ellada Pozidou

  2.  

Check the Appropriate Box if a Member of a Group

 

(a)  ¨

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Greece

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

2,415,345 shares of Common Stock*

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

2,415,345 shares of Common Stock

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,415,345 shares of Common Stock

12.  

Check If the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

7.3% of Common Stock*

14.  

Type of Reporting Person

 

IN

 

* The Reporting Person is the direct beneficial owner of approximately 7.3% of the Issuer’s outstanding voting capital stock. See Item 5. The calculated percentages are based on 33,000,000 shares of Common Stock outstanding as of September 1, 2015, as reported in Enova International, Inc.’s Prospectus, dated September 15, 2015 (File No. 333-199733), filed with the U.S. Securities and Exchange Commission on September 16, 2015.

  1.   

Name of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Mr. Oleg V. Boyko

  2.  

Check the Appropriate Box if a Member of a Group

 

(a)  ¨

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Russia, Italy

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

2,415,345 shares of Common Stock

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

2,415,345 shares of Common Stock

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,415,345 shares of Common Stock

12.  

Check If the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

7.3% of Common Stock*

14.  

Type of Reporting Person

 

IN

 

* The Reporting Person is the direct beneficial owner of approximately 7.3% of the Issuer’s outstanding voting capital stock. See Item 5. The calculated percentages are based on 33,000,000 shares of Common Stock outstanding as of September 1, 2015, as reported in Enova International, Inc.’s Prospectus, dated September 15, 2015 (File No. 333-199733), filed with the U.S. Securities and Exchange Commission on September 16, 2015.

Amendment No. 1 to Schedule 13D

This Amendment No. 1 (this “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission on September 11, 2015 (the “Schedule 13D”) is being filed on behalf of Nakula Management Limited, a Cyprus limited liability company (“Nakula”), Ellada Pozidou, the sole director of Nakula (“Ms. Pozidou”), and Mr. Oleg V. Boyko, the ultimate beneficial owner of Nakula (“Mr. Boyko” and, collectively with Nakula and Ms. Pozidou, the “Reporting Persons”), relating to Common Stock ($.00001 par value) (the “Common Stock”) of Enova International, Inc. (“Enova”).

This Amendment relates to Common Stock of Enova purchased by Nakula (the “Nakula Account”). Nakula may direct the vote and disposition of the 2,415,345 shares of Common Stock that it holds directly. Each of Ms. Pozidou, as the director of Nakula, and Mr. Boyko, as the ultimate beneficial owner of Nakula, may direct the vote and disposition of the 2,415,345 shares of Common Stock held by the Nakula Account.

Item 3. Interest in Securities of the Issuer.

Item 3 of the Schedule 13D is hereby amended and restated to read as follows:

The aggregate purchase price for the shares of Common Stock reported in Item 5 was $43,313,026, including brokerage commissions and other broker expenses. The source of the funds was the working capital of Nakula and through a margin loan from Renaissance Securities (Cyprus) Limited. The shares of Common Stock are held in a margin account.

Item 5. Interest in Securities of the Issuer.

Item 5(a) and (b) of the Schedule 13D are hereby amended and restated to read as follows:

(a) Nakula is the direct beneficial owner of 2,415,345 shares of Common Stock, representing approximately 7.32% of Enova’s outstanding Common Stock. Each of Nakula, Ms. Pozidou, as the director of Nakula, and Mr. Boyko, as the ultimate beneficial owner of Nakula, may be deemed the beneficial owner of the 2,415,345 shares of Common Stock, representing approximately 7.32% of Enova’s outstanding Common Stock, held by the Nakula Account.

Neither the filing of this Amendment nor any of its contents will be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any shares of Enova (other than as described in this Item 5(a)) for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purposes, and such beneficial ownership is expressly disclaimed.

* The calculated percentages are based on 33,000,000 shares of Common Stock outstanding as of September 1, 2015, as reported in Enova International, Inc.’s Prospectus, dated September 15, 2015 (File No. 333-199733), filed with the U.S. Securities and Exchange Commission on September 16, 2015.

Mr. Boyko holds the shares of Nakula through Feldmans Services Limited, which serves as his nominee.

(b) Each of Nakula and Mr. Boyko may be deemed to have sole power to direct the voting and disposition of 2,415,345 shares of Common Stock held directly. Ms. Pozidou has the sole ability to vote the 2,415,345 shares of Common Stock held by the Nakula Account.

Item 5(c) is supplemented as follows:

(c) The following acquisitions were made by Nakula in the last 60 days in the open market with and through broker dealers. All prices reported include commissions.

 

Date

    Quantity      Price, USD  

Sept. 14, 2015

      19,700         11.467   

Sept. 15, 2015

      14,270         11.684   

Sept. 16, 2015

      1,199         11.817   

Sept. 17, 2015

      19,900         11.909   

Sept. 18, 2015

      87,700         11.403   

Sept. 21, 2015

      73,600         11.515   

Sept. 22, 2015

      88,500         11.308   

Sept. 23, 2015

      45,000         11.110   

Sept. 24, 2015

      43,532         10.868   

Sept. 25, 2015

      30,654         10.793   

SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this Schedule 13D is true, complete and correct.

Date: September 28, 2015

 

NAKULA MANAGEMENT LIMITED
By:  

/s/ Ellada Pozidou

  Name: Ellada Pozidou
  Title: Director
  Date: September 28, 2015

 

ELLADA POZIDOU

/s/ Ellada Pozidou

Date: September 28, 2015

 

OLEG V. BOYKO

/s/ Oleg V. Boyko