0001193125-15-372107.txt : 20151110 0001193125-15-372107.hdr.sgml : 20151110 20151109170154 ACCESSION NUMBER: 0001193125-15-372107 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151109 DATE AS OF CHANGE: 20151109 GROUP MEMBERS: ELLADA POZIDOU GROUP MEMBERS: MR. OLEG V. BOYKO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Enova International, Inc. CENTRAL INDEX KEY: 0001529864 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 453190813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88543 FILM NUMBER: 151216502 BUSINESS ADDRESS: STREET 1: 175 WEST JACKSON BLVD. STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 312-568-4200 MAIL ADDRESS: STREET 1: 175 WEST JACKSON BLVD. STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nakula Management Ltd CENTRAL INDEX KEY: 0001652676 IRS NUMBER: 000000000 STATE OF INCORPORATION: G4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NIKOU GEORGIOU, 6, BLOCK C STREET 2: 7TH FLOOR, FLAT/OFFICE 703 CITY: NICOSIA STATE: G4 ZIP: 1095 BUSINESS PHONE: 35722873860 MAIL ADDRESS: STREET 1: NIKOU GEORGIOU, 6, BLOCK C STREET 2: 7TH FLOOR, FLAT/OFFICE 703 CITY: NICOSIA STATE: G4 ZIP: 1095 SC 13D/A 1 d94022dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

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)

November 5, 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

 

3,249,339 shares of Common Stock

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

3,249,339 shares of Common Stock

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,249,339 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)

 

9.8% of Common Stock*

14.  

Type of Reporting Person

 

OO

 

* The Reporting Person is the direct beneficial owner of approximately 9.8% 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 stated in the earnings release filed as Exhibit 99.1 to the Issuer’s Current Report on Form 8-K (Commission File No. 1-35503) filed with the U.S. Securities and Exchange Commission on November 4, 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

 

3,249,339 shares of Common Stock*

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

3,249,339 shares of Common Stock

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,249,339 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)

 

9.8% of Common Stock*

14.  

Type of Reporting Person

 

IN

 

* The Reporting Person is the direct beneficial owner of approximately 9.8% 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 stated in the earnings release filed as Exhibit 99.1 to the Issuer’s Current Report on Form 8-K (Commission File No. 1-35503) filed with the U.S. Securities and Exchange Commission on November 4, 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

 

3,249,339 shares of Common Stock

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

3,249,339 shares of Common Stock

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,249,339 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)

 

9.8% of Common Stock*

14.  

Type of Reporting Person

 

IN

 

* The Reporting Person is the direct beneficial owner of approximately 9.8% 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 stated in the earnings release filed as Exhibit 99.1 to the Issuer’s Current Report on Form 8-K (Commission File No. 1-35503) filed with the U.S. Securities and Exchange Commission on November 4, 2015.


Amendment No. 3 to Schedule 13D

This Amendment No. 3 (this “Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2015, as amended by Amendment No. 1 filed with the SEC on September 28, 2015 and Amendment No. 2 filed with the SEC on October 16, 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 3,249,339 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 3,249,339 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 $53,001,808, including brokerage commissions and other broker expenses. The source of the funds was the working capital of Nakula and through margin loans from Renaissance Securities (Cyprus) Limited and Otkritie Capital International Limited. The shares of Common Stock are held in margin accounts.

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 3,249,339 shares of Common Stock, representing approximately 9.85% 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 3,249,339 shares of Common Stock, representing approximately 9.85% 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 stated in the earnings release filed as Exhibit 99.1 to the Issuer’s Current Report on Form 8-K (Commission File No. 1-35503) filed with the U.S. Securities and Exchange Commission on November 4, 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 3,249,339 shares of Common Stock held directly. Ms. Pozidou has the sole ability to vote the 3,249,339 shares of Common Stock held by the Nakula Account.

Item 5(c) is supplemented as follows:

(c) The following acquisitions were made by Nakula since the last amendment in the open market with and through broker dealers, inclusive of any transaction effected through 4:00 P.M. New York City time, on November 6, 2015. All prices reported include commissions.

 

Date

   Quantity      Price, USD  

October 20, 2015

     40,650         13.160   

October 21, 2015

     36,636         12.794   

October 23, 2015

     14,462         12.804   

October 26, 2015

     3,144         12.773   

October 27, 2015

     61,188         12.419   

October 28, 2015

     13,500         12.975   

October 29, 2015

     38,500         13.015   

October 29, 2015

     38,520         13.000   

October 30, 2015

     38,500         12.998   

November 4, 2015

     38,640         12.961   

November 5, 2015

     54,550         9.182   

November 5, 2015

     54,335         9.216   

November 6, 2015

     33,100         9.077   


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: November 9, 2015

 

NAKULA MANAGEMENT LIMITED
By:  

/s/ Ellada Pozidou

Name: Ellada Pozidou
Title: Director
Date: November 9, 2015
ELLADA POZIDOU

/s/ Ellada Pozidou

Date: November 9, 2015
OLEG V. BOYKO

/s/ Oleg V. Boyko