Sec Form 4 Filing - FREDRICKSON STEVEN D @ PRA GROUP INC - 2016-02-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FREDRICKSON STEVEN D 2. Issuer Name and Ticker or Trading Symbol PRA GROUP INC [ PRAA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, Chairman (Last) (First) (Middle) 120 CORPORATE BLVD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2016 (Street) NORFOLK, VA23502 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 213,977 D Common Stock 100,000 I GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 3.00% Convertible Notes ( 1 ) ( 2 ) 02/29/2016 P ( 4 ) 08/01/2020 Common Stock ( 2 ) $ 512,357.17 ( 3 ) $ 685,000 ( 2 ) ( 3 ) D 3.00% Convertible Notes ( 1 ) ( 2 ) 02/29/2016 P ( 4 ) 08/01/2020 Common Stock ( 2 ) $ 150,213.33 ( 5 ) $ 200,000 ( 2 ) ( 5 ) I LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FREDRICKSON STEVEN D 120 CORPORATE BLVD SUITE 100 NORFOLK, VA23502 X CEO, Chairman Signatures /s/ Steven D. Fredrickson 03/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Company's 3.00% Convertible Senior Notes due 2020 (the "Notes") were issued pursuant to an Indenture, dated August 13, 2013 (the "Indenture") between the Company and Wells Fargo Bank, National Association, as trustee. The Notes accrue interest at a rate of 3.00% per annum and mature on August 1, 2020. Upon conversion, the Notes may be settled, at the Company's option, in cash, shares of the Company's common stock, or any combination thereof. ( 2 )The conversion rate for the Notes is initially 15.2172 shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $65.72 per share of the Company's common stock, and is subject to adjustment in certain circumstances pursuant to the Indenture. Assuming the initial conversion rate, the Notes would be convertible up to 10,423 shares of the Company's common stock upon conversion. ( 3 )Face value of Notes purchased is $685,000.00. Notes purchased at a discount in the amount of $512,357.17. Assuming the initial conversion rate of 15.2172 shares per $1,000 principal amount of the Notes, the purchased Notes would be convertible up to approximately 10,423 shares of the Company's common stock upon conversion. ( 4 )Prior to February 1, 2020, the Notes will be convertible only upon the occurrence of specified events. On or after February 1, 2020, the Notes may be converted at any time. ( 5 )Face value of Notes purchased is $200,000.00. Notes purchased at a discount in the amount of $150,213.33. Assuming the initial conversion rate of 15.2172 shares per $1,000 principal amount of the Notes, the purchased Notes would be convertible up to approximately 3,043 shares of the Company's common stock upon conversion.

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