enva-s8_20160517.htm

(1) This registration statement covers an aggregate of 4,400,000 shares of Enova International, Inc.’s common stock, par value $0.00001 per share (the “Common Stock”), issuable pursuant to the Enova International, Inc. First Amended and Restated 2014 Long-Term Incentive Plan (the “Amended and Restated 2014 LTIP”). Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of Common Stock that may become issuable pursuant to the anti-dilution provisions of the Amended and Restated 2014 LTIP.

(3) Calculated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. Accordingly, the amount of the registration fee is calculated based upon 4,400,000 shares of Common Stock reserved for issuance under the Amended and Restated 2014 LTIP at a price of $7.26, which is the average of the high and low price per share of Common Stock on the New York Stock Exchange on May 16, 2016.

Pursuant to General Instruction E on Form S-8, the contents of the Registration Statement on Form S-8 filed by Enova International, Inc. (the “Registrant”) on December 12, 2014 under Registration No. 333-200929, with respect to the securities offered pursuant to the Enova International, Inc. 2014 Long-Term Incentive Plan (the “Long-Term Incentive Plan”) are incorporated by reference, with the exception of such opinions, consents, required signatures and exhibits, which are included and made a part of this registration statement. The 2014 Long-Term Incentive Plan was amended and restated to increase the total shares authorized for issuance thereunder by 4,400,000 shares. The Amended and Restated 2014 LTIP was approved by the shareholders of the Registrant at its annual meeting of shareholders on May 17, 2016.

The following documents, which have been filed by Enova International, Inc. with the Securities and Exchange Commission (the “Commission”), are incorporated by reference into this Registration Statement:

(1)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on March 7, 2016;

(2)the portions of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 7, 2016 that are incorporated by reference into Part III of its Annual Report on Form 10-K for the fiscal year ended December 31, 2015;

(3)all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year ended December 31, 2015; and

(4)the description of the Registrant’s common stock contained in its Registration Statement on Form 10 filed under the Exchange Act (File No. 001-35503), including any amendment or report filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein) after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Exhibit No.		Exhibit Description
4.1		Amended and Restated Certificate of Incorporation of Enova International, Inc. filed in the office of the Secretary of State of the State of Delaware on November 12, 2014 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on November 13, 2014)
4.2		Amended and Restated Bylaws of Enova International, Inc. dated as of November 13, 2014 (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K, filed on November 13, 2014)
4.3		Form of Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10, filed on October 2, 2014)
4.4		Enova International, Inc. First Amended and Restated 2014 Long-Term Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A for the 2016 Annual Meeting of Stockholders, filed on April 7, 2016)
5.1		Opinion of Kirkland & Ellis LLP (filed herewith)
23.1		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
23.2		Consent of PricewaterhouseCoopers LLP (filed herewith)
24.1		Power of Attorney (included with the signature page of this Registration Statement)

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 17, 2016.

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David A. Fisher and Lisa M. Young, and each of them, his or her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Capacity	Date

/s/ David A. Fisher	Chief Executive Officer, President and Director (Principal Executive Officer)	May 17, 2016
David A. Fisher		May 17, 2016

/s/ Robert S. Clifton	Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	May 17, 2016
Robert S. Clifton		May 17, 2016

/s/ Ellen Carnahan	Director	May 17, 2016
Ellen Carnahan	Director	May 17, 2016

/s/ Daniel R. Feehan	Director	May 17, 2016
Daniel R. Feehan	Director	May 17, 2016

/s/ William M. Goodyear	Director	May 17, 2016
William M. Goodyear	Director	May 17, 2016

/s/ James A. Gray	Director	May 17, 2016
James A. Gray	Director	May 17, 2016

/s/ David C. Habiger	Director	May 17, 2016
David C. Habiger	Director	May 17, 2016

/s/ Gregg A. Kaplan	Director	May 17, 2016
Gregg A. Kaplan	Director	May 17, 2016

/s/ Mark P. McGowan	Director	May 17, 2016
Mark P. McGowan	Director	May 17, 2016

/s/ Mark A. Tebbe	Director	May 17, 2016
Mark A. Tebbe	Director	May 17, 2016

Exhibit No.		Exhibit Description
4.1		Amended and Restated Certificate of Incorporation of Enova International, Inc. filed in the office of the Secretary of State of the State of Delaware on November 12, 2014 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on November 13, 2014)
4.2		Amended and Restated Bylaws of Enova International, Inc. dated as of November 13, 2014 (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K, filed on November 13, 2014)
4.3		Form of Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10, filed on October 2, 2014)
4.4		Enova International, Inc. First Amended and Restated 2014 Long-Term Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A for the 2016 Annual Meeting of Stockholders, filed on April 7, 2016)
5.1		Opinion of Kirkland & Ellis LLP (filed herewith)
23.1		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
23.2		Consent of PricewaterhouseCoopers LLP (filed herewith)
24.1		Power of Attorney (included with the signature page of this Registration Statement)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act. (Check one):

Large accelerated filer	£		Accelerated filer	R
Non-accelerated filer	£	(Do not check if a smaller reporting company)	Smaller reporting company	£

ENOVA INTERNATIONAL, INC.

By:		/s/ David A. Fisher
		David A. Fisher
		Chief Executive Officer and President