X0303 4/A 2008-01-02 2008-01-04 0 0001084961 ENCORE CAPITAL GROUP INC ECPG 0001374566 MESDAG WILLEM 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 1 0 1 0 0001374602 RED MOUNTAIN CAPITAL PARTNERS II, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374600 RED MOUNTAIN CAPITAL PARTNERS III, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374606 RMCP GP LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374588 RED MOUNTAIN CAPITAL PARTNERS LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374607 RED MOUNTAIN CAPITAL MANAGEMENT INC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 Common Stock 748009 I Through RMCP II Common Stock 2687053 I Through RMCP III Common Stock 2008-01-02 4 A 0 2824 0 A 9724 D These shares are held directly by Red Mountain Capital Partners II, L.P. ("RMCP II"). These shares are held directly by Red Mountain Capital Partners III, L.P. ("RMCP III"). The Form 4 filed by the reporting persons on January 4, 2008 had previously disclosed that Encore Capital Group, Inc. ("Encore") issued 5,648 deferred issuance restricted stock units ("RSUs") to Red Mountain Capital Partners LLC ("RMCP LLC"), on January 2, 2008, under the Encore 2005 Stock Incentive Plan, in connection with the service of Willem Mesdag and J. Christopher Teets as members of Encore's board of directors. The reporting persons have since been advised by Encore that, in lieu of issuing those 5,648 RSUs to RMCP LLC, Encore issued 2,824 of those RSUs directly to Mr. Mesdag and the remaining 2,824 of those RSUs directly to Mr. Teets. This Form 4/A is being filed to correct the previous disclosure. These shares are in the form of RSUs. Each RSU represents the right to receive one share of Encore common stock. 3,450 of these RSUs will vest on September 23, 2008. Another 3,450 of these RSUs will vest on August 23, 2009. The remaining 2,824 of these RSUs are fully vested. This Form 4 is jointly filed by (i) RMCP II, (ii) RMCP III, (iii) RMCP GP LLC ("RMCP GP"), (iv) RMCP LLC, (v) Red Mountain Capital Management, Inc. ("RMCM"), and (vi) Mr. Mesdag. RMCP GP is the general partner of each of RMCP II and RMCP III. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Mr. Mesdag is also a director of Encore. Each of Mr. Mesdag, RMCM, RMCP LLC and RMCP GP, by virtue of their direct or indirect control of RMCP II and RMCP III, may be deemed to beneficially own the securities reported as being held by RMCP II and RMCP III. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. In addition, RMCP II disclaims beneficial ownership of any securities held directly by RMCP III, and RMCP III disclaims beneficial ownership of any securities held directly by RMCP II. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ Willem Mesdag (on behalf of himself and the other reporting persons hereunder) 2008-07-02