0001571049-17-001492.txt : 20170221 0001571049-17-001492.hdr.sgml : 20170221 20170221074843 ACCESSION NUMBER: 0001571049-17-001492 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170221 DATE AS OF CHANGE: 20170221 GROUP MEMBERS: ALLAN V. APPLE GROUP MEMBERS: DONALD A. FOSS 2010 REMAINDER TRUST #2, GROUP MEMBERS: DONALD A. FOSS 2010 REMAINDER TRUST, GROUP MEMBERS: DONALD A. FOSS 2011 REMAINDER TRUST FBO ROBERT S. FOSS & DES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT ACCEPTANCE CORP CENTRAL INDEX KEY: 0000885550 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 381999511 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45225 FILM NUMBER: 17623498 BUSINESS ADDRESS: STREET 1: 25505 WEST TWELVE MILE ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 BUSINESS PHONE: 2483532700 MAIL ADDRESS: STREET 1: 25505 WEST TWELVE MILE ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034-8334 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT ACCEPTANCE CORPORATION DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Donald A. Foss 2009 Annuity Trust CENTRAL INDEX KEY: 0001473482 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 25505 WEST TWELVE MILE ROAD STREET 2: SUITE 4125 CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 734-623-1905 MAIL ADDRESS: STREET 1: 25505 WEST TWELVE MILE ROAD STREET 2: SUITE 4125 CITY: SOUTHFIELD STATE: MI ZIP: 48034 SC 13G/A 1 t1700127_sc13ga.htm SCHEDULE 13G (AMENDMENT NO. 9)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

CREDIT ACCEPTANCE CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

225310 10 1

(CUSIP Number)

December 31, 2016

(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)

Rule 13d-1(d)

*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 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).

Schedule 13G

Page 2 of 11

CUSIP No. 225310 10 1

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	The Donald A. Foss 2009 Remainder Trust


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: Michigan

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power: 0


	6.	Shared Voting Power: 1,020,357


	7.	Sole Dispositive Power: 1,020,357


	8.	Shared Dispositive Power: 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,020,357


10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨


11.	Percent of Class Represented by Amount in Row (9): 5.1%*


12.	Type of Reporting Persons (See Instructions): IN

*The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017 as set forth in the Issuer’s Form 10-K filed on February 10, 2017.

Schedule 13G

Page 3 of 11

CUSIP No. 225310 10 1

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	The Donald A. Foss 2010 Remainder Trust


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: Michigan

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power: 0


	6.	Shared Voting Power: 717,356


	7.	Sole Dispositive Power: 717,356


	8.	Shared Dispositive Power: 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 717,356


10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨


11.	Percent of Class Represented by Amount in Row (9): 3.6%*


12.	Type of Reporting Persons (See Instructions): IN

*The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017 as set forth in the Issuer’s Form 10-K filed on February 10, 2017.

Schedule 13G

Page 4 of 11

CUSIP No. 225310 10 1

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	The Donald A. Foss 2010 Remainder Trust #2


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: Michigan

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power: 21,861


	6.	Shared Voting Power: 0


	7.	Sole Dispositive Power: 21,861


	8.	Shared Dispositive Power: 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 21,861


10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨


11.	Percent of Class Represented by Amount in Row (9): 0.1%*


12.	Type of Reporting Persons (See Instructions): IN

*The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017 as set forth in the Issuer’s Form 10-K filed on February 10, 2017.

Schedule 13G

Page 5 of 11

CUSIP No. 225310 10 1

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	The Donald A. Foss 2011 Remainder Trust FBO Robert S. Foss and Descendants


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: Michigan

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power: 244,773


	6.	Shared Voting Power: 0


	7.	Sole Dispositive Power: 244,773


	8.	Shared Dispositive Power: 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 244,773


10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨


11.	Percent of Class Represented by Amount in Row (9): 1.2%*


12.	Type of Reporting Persons (See Instructions): IN

*The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017 as set forth in the Issuer’s Form 10-K filed on February 10, 2017.

Schedule 13G

Page 6 of 11

CUSIP No. 225310 10 1

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	Allan V. Apple


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: United States of America

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power: 266,634


	6.	Shared Voting Power: 1,737,713


	7.	Sole Dispositive Power: 2,004,347


	8.	Shared Dispositive Power: 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,004,347*


10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨


11.	Percent of Class Represented by Amount in Row (9): 10.1%**


12.	Type of Reporting Persons (See Instructions): IN

*Mr. Apple is the trustee of The Donald A. Foss 2009 Remainder Trust, The Donald A. Foss 2010 Remainder Trust, The Donald A. Foss 2010 Remainder Trust #2, and The Donald A. Foss 2011 Remainder Trust FBO Robert S. Foss and Descendants. Mr. Apple disclaims beneficial ownership of the 2,004,347 of these shares owned by such trusts.

**The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017 as set forth in the Issuer’s Form 10-K filed on February 10, 2017.

Schedule 13G

Page 7 of 11

Item 1. (a)

Name of Issuer: Credit Acceptance Corporation

Item 1. (b)

Address of Issuer's Principal Executive Offices: 25505 West Twelve Mile Road, Southfield, MI 48034-8339

Item 2. (a)

Name of Person Filing:

The Donald A. Foss 2009 Remainder Trust

The Donald A. Foss 2010 Remainder Trust

The Donald A. Foss 2010 Remainder Trust #2

The Donald A. Foss 2011 Remainder Trust FBO Robert S. Foss and Descendants

Allan V. Apple

(Each a “Reporting Person,” and collectively, the “Reporting Persons.”) See Exhibit A.

Item 2. (b)

Address of Principal Business Office or, if none, Residence:

25505 West Twelve Mile Road, Southfield, MI 48034-8339

Item 2. (c)

Citizenship:

The Donald A. Foss 2009 Remainder Trust: Michigan

The Donald A. Foss 2010 Remainder Trust: Michigan

The Donald A. Foss 2010 Remainder Trust #2: Michigan

The Donald A. Foss 2011 Remainder Trust FBO Robert S. Foss and Descendants: Michigan

Allan V. Apple: United States of America

Item 2. (d)

Title of Class of Securities: Common Stock

Item 2. (e)

CUSIP Number: 225310 10 1

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

Schedule 13G

Page 8 of 11

Item 4. Ownership

Reporting Person	Amount Beneficially Owned			Percent of Class			Sole Power to Vote or to Direct the Vote		Shared Power to Vote or to Direct the Vote		Sole Power to Dispose or to Direct the Disposition of		Shared Power to Dispose or to Direct the Disposition of
The Donald A. Foss 2009 Remainder Trust		1,020,357	*		5.1	%**		-		1,020,357		1,020,357		-
The Donald A. Foss 2010 Remainder Trust		717,356	*		3.6	%**		-		717,356		717,356		-
The Donald A. Foss 2010 Remainder Trust #2		21,861	*		0.1	%**		21,861		-		21,861		-
The Donald A. Foss 2011 Remainder Trust FBO Robert S. Foss and Descendants		244,773	*		1.2	%**		244,773		-		244,773		-
Allan V. Apple Total		2,004,347	*		10.1	%**		266,634		1,737,713		2,004,347		-

* Mr. Apple is the trustee of The Donald A. Foss 2009 Remainder Trust, The Donald A. Foss 2010 Remainder Trust, The Donald A. Foss 2010 Remainder Trust #2, and The Donald A. Foss 2011 Remainder Trust FBO Robert S. Foss and Descendants. Mr. Apple disclaims beneficial ownership of the 2,004,347 of these shares owned by such trusts.

**The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017 as set forth in the Issuer’s Form 10-K filed on February 10, 2017.

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.

Schedule 13G

Page 9 of 11

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certifications

Not applicable.

Schedule 13G

Page 10 of 11

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.

Date: February 21, 2017	The Donald A. Foss 2009 Remainder Trust

	/s/ Allan V. Apple
	Name: Allan V. Apple
	Title: Trustee

	The Donald A. Foss 2010 Remainder Trust

	/s/ Allan V. Apple
	Name: Allan V. Apple
	Title: Trustee

	The Donald A. Foss 2010 Remainder Trust #2

	/s/ Allan V. Apple
	Name: Allan V. Apple
	Title: Trustee

	The Donald A. Foss 2011 Remainder Trust FBO Robert S. Foss and Descendants

	/s/ Allan V. Apple
	Name: Allan V. Apple
	Title: Trustee

	/s/ Allan V. Apple
	Name: Allan V. Apple

Schedule 13G

Page 11 of 11

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendments thereto, if any) with respect to the shares of common stock of Credit Acceptance Corporation, a Michigan corporation, and that this Agreement may be included as an Exhibit to such joint filing. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the date listed below.

Date: February 21, 2017	The Donald A. Foss 2009 Remainder Trust

	/s/ Allan V. Apple
	Name: Allan V. Apple
	Title: Trustee

	The Donald A. Foss 2010 Remainder Trust

	/s/ Allan V. Apple
	Name: Allan V. Apple
	Title: Trustee

	The Donald A. Foss 2010 Remainder Trust #2

	/s/ Allan V. Apple
	Name: Allan V. Apple
	Title: Trustee

	The Donald A. Foss 2011 Remainder Trust FBO Robert S. Foss and Descendants

	/s/ Allan V. Apple
	Name: Allan V. Apple
	Title: Trustee

	/s/ Allan V. Apple
	Name: Allan V. Apple