Sec Form 4 Filing - Rosenberg John C. @ Elevate Credit, Inc. - 2018-05-18

Insider filing report for Changes in Beneficial Ownership
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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
Rosenberg John C.
2. Issuer Name and Ticker or Trading Symbol
Elevate Credit, Inc. [ ELVT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
May be part of a 13(g) group
(Last) (First) (Middle)
C/O TCMI, INC., 250 MIDDLEFIELD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/18/2018
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/19/2018 M 13,369 A 19,479 D ( 2 )
Common Stock 5,967,123 I TCV V, L.P. ( 3 )
Common Stock 118,286 I TCV Member Fund, L.P. ( 4 )
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
Restricted Stock Unit (RSU) ( 1 ) 05/18/2018 A 13,064 ( 5 ) ( 5 ) Common Stock 13,064 $ 0 ( 5 ) 13,064 D ( 2 )
Restricted Stock Unit (RSU) ( 1 ) 05/19/2018 M 13,369 ( 6 ) ( 6 ) Common Stock 13,369 $ 0 ( 6 ) 26,738 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rosenberg John C.
C/O TCMI, INC.
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X X May be part of a 13(g) group
HOAG JAY C
C/O TCMI, INC.
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X X Director by Deputization
KIMBALL RICK
C/O TCMI, INC.
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X X Director by Deputization
DREW JOHN
C/O TCMI, INC.
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X X Director by Deputization
REYNOLDS JON Q JR
C/O TCMI, INC.
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X X Director by Deputization
TCV MANAGEMENT 2004 LLC
C/O TCMI, INC.
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X X Director by Deputization
Signatures
By: Frederic D. Fenton, Authorized Signatory for John C. Rosenberg 05/22/2018
Signature of Reporting Person Date
By: Frederic D. Fenton, Authorized Signatory for Jay C. Hoag 05/22/2018
Signature of Reporting Person Date
By: Frederic D. Fenton, Authorized Signatory for Richard H. Kimball 05/22/2018
Signature of Reporting Person Date
By: Frederic D. Fenton, Authorized Signatory for John L. Drew 05/22/2018
Signature of Reporting Person Date
By: Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds 05/22/2018
Signature of Reporting Person Date
By: Frederic D. Fenton, Authorized Signatory for TCV Management 2004, L.L.C. 05/22/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock.
( 2 )Held of record by John C. Rosenberg for the benefit of TCV Management 2004, L.L.C. ("TCM"). Jay C. Hoag, Jon Q. Reynolds, Jr., Richard H. Kimball and John L. Drew (the "TCM Members") are members of TCM. Mr. Rosenberg and the TCM Members each disclaims beneficial ownership of such RSUs and the underlying shares of the issuer's common stock except to the extent of their pecuniary interest therein.
( 3 )These securities are directly held by TCV V, L.P. ("TCV V"). The TCM V Members are Members and John C. Rosenberg isan Assignee of Technology Crossover Management V, L.L.C. ("TCM V") which is the general partner of TCV V. The TCM V Members, Mr. Rosenberg and TCM V may be deemed to beneficially own the securities held byTCV V, but each of the TCM V Members, Mr. Rosenberg and TCM V disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 4 )These securities are directly held by TCV Member Fund, L.P. ("TCV Member Fund"). The TCM V Members are Members and Mr. Rosenberg is an Assignee of TCM V, which is a general partner of TCV Member Fund.The TCM V Members and Mr. Rosenberg are also limited partners of TCV Member Fund. The TCM V Members, Mr. Rosenberg and TCM V may be deemed to beneficially own the securities held by TCV Member Fund, buteach of the TCM V Members, Mr. Rosenberg and TCM V disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 5 )The RSUs will vest upon the earlier of the one (1) year anniversary of May 18, 2018 or the next annual shareholder meeting.
( 6 )The RSUs were granted on May 19, 2017. One-third (1/3) of the applicable RSUs vest on each anniversary of May 19, 2017 such that the RSUs shall be fully vested on May 19, 2020.

Remarks:
All Reporting Persons may be part of a 13(g) group.

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).
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