| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CURO Group Holdings Corp. [ CURO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/19/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/19/2018 | S(1) | 522,608 | D | $23 | 8,671,443 | I | See footnote(2)(3) | ||
| Common Stock | 06/19/2018 | S(1) | 19,562 | D | $23 | 324,578 | I | See footnote(3)(4) | ||
| Common Stock | 06/19/2018 | S(1) | 10,027 | D | $23 | 166,371 | I | See footnote(3)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On June 15, 2018, the underwriters exercised in part an option granted in connection with the secondary offering of the Issuer's common stock by certain selling stockholders pursuant to an underwriting agreement and prospectus supplement, each dated May 16, 2018. Pursuant to the underwriters' exercise of the option, each of Friedman Fleischer & Lowe Capital Partners II, L.P., FFL Parallel Fund II, L.P. and FFL Executive Partners II, L.P. sold shares of the Issuer's common stock in the amounts shown in the above table. |
| 2. Held directly by Friedman Fleischer & Lowe Capital Partners II, L.P. |
| 3. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, each of Friedman Fleischer & Lowe Capital Partners II, L.P., FFL Parallel Fund II, L.P., FFL Executive Partners II, L.P., Friedman Fleischer & Lowe GP II, L.P. and Friedman Fleischer & Lowe GP II, LLC (the "FFL Reporting Persons"), may be deemed to be directors-by-deputization by virtue of their right to designate two members of the board of directors of the Issuer. The FFL Reporting Persons designated Chris Masto, effective February 11, 2013, and Karen Winterhof, effective March 9, 2016, as members of the board of directors of the Issuer, pursuant to that certain Investor Rights Agreement, dated as of February 11, 2013, by and between the FFL Funds (as defined in Exhibit 99.1), the Issuer and the other parties thereto. Each Reporting Person expressly disclaims beneficial ownership of the shares except to the extent of such Reporting Person's pecuniary interest therein. See Exhibit 99.1 |
| 4. Held directly by FFL Parallel Fund II, L.P. |
| 5. Held directly by FFL Executive Partners II, L.P. |
| Remarks: |
| Exhibit List Exhibit 99.1 - Joint Filer Information Exhibit 99.2 - Joint Filers' Signatures |
| /s/ Friedman Fleischer & Lowe GP II, LLC, by Tully M. Friedman, its Managing Member | 06/20/2018 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||