SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO §240.13d-2
(Amendment No. 5)*
CompuCredit Holdings Corporation
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
20478T107
(CUSIP Number)
December 31, 2011
(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)
x 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).
| CUSIP No. 20478T107 |
| 1. |
NAMES OF REPORTING PERSONS
David G. Hanna | |||||
| 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
0 | ||||
| 6. | SHARED VOTING POWER
6,442,395 (a)(b)(c) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
6,442,395 (a)(b)(c) | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,442,395 (a)(b)(c) | |||||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.3% | |||||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (a) | Includes 5,483,435 shares of CompuCredit Holdings Corporation (the “Company”) common stock held by DKH Capital, LLC (“DKH”). David G. Hanna owns the majority of the economic interests in DKH, and the Operating Agreement of DKH provides that David G. Hanna shall solely possess the power to vote and dispose of the Company’s common stock held by DKH. |
| (b) | Includes 958,960 shares of the Company’s common stock held by Bravo Trust Two (“BTT”). David G. Hanna is the sole shareholder and serves as the President of Bravo Two Company, Inc., which is the sole trustee of BTT. David G. Hanna and members of David G. Hanna’s immediate family are the beneficiaries of BTT. |
| (c) | Excludes 5,398,368 shares of the Company’s common stock that have been pledged to an entity controlled by David G. Hanna (the “Pledgee”) to secure a loan to an entity controlled by Frank J. Hanna, III and members of Frank J. Hanna, III’s immediate family. The pledge agreement, prior to default, does not grant to the Pledgee (i) the power to vote or to direct the vote of the pledged shares or (ii) the power to dispose or direct the disposition of the pledged shares. |
| CUSIP No. 20478T107 |
| 1. |
NAMES OF REPORTING PERSONS
DKH Capital, LLC | |||||
| 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
Nevada | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
5,483,435 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
5,483,435 | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,483,435 | |||||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.3% | |||||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| CUSIP No. 20478T107 |
| 1. |
NAMES OF REPORTING PERSONS
Bravo Trust Two | |||||
| 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
Nevada | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
958,960 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
958,960 | |||||
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
958,960 | |||||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1% | |||||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| Item 1. | (a) |
Name of Issuer: | ||||||||||
| CompuCredit Holdings Corporation | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices: | |||||||||||
| Five Concourse Parkway, Suite 400 Atlanta, Georgia 30328 |
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| Item 2. | (a) |
Name of Person Filing: | ||||||||||
| David G. Hanna DKH Capital, LLC Bravo Trust Two |
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| (b) |
Address of Principal Business Office or, if None, Residence: | |||||||||||
| David G. Hanna c/o CompuCredit Holdings Corporation Five Concourse Parkway, Suite 400 Atlanta, Georgia 30328 |
||||||||||||
| DKH Capital, LLC 101 Convention Center Drive, Suite 850 Las Vegas, Nevada 89109 |
||||||||||||
| Bravo Trust Two 101 Convention Center Drive, Suite 850 Las Vegas, Nevada 89109 |
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| (c) |
Citizenship: | |||||||||||
| David G. Hanna – United States of America DKH Capital, LLC – Nevada Bravo Trust Two – Nevada |
||||||||||||
| (d) |
Title of Class of Securities: | |||||||||||
| Common stock, no par value per share | ||||||||||||
| (e) |
CUSIP Number: | |||||||||||
| 20478T107 | ||||||||||||
| 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 | ||||||||||||
| Item 4. | Ownership. | |||||||||
| (a) | Amount beneficially owned as of December 31, 2011: | |||||||||
| David G. Hanna is deemed to beneficially own 6,442,395 shares of CompuCredit Holdings Corporation (the “Company”) common stock, but does not directly own any shares of the Company’s common stock.
David G. Hanna is deemed the beneficial owner of 5,483,435 shares of the Company’s common stock held by DKH Capital, LLC (“DKH”). David G. Hanna owns the majority of the economic interests in DKH, and the Operating Agreement of DKH provides that David G. Hanna shall solely possess the power to vote and dispose of the Company’s common stock held by DKH.
David G. Hanna is deemed the beneficial owner of 958,960 shares of the Company’s common stock held by Bravo Trust Two (“BTT”). David G. Hanna is the sole shareholder and serves as the President of Bravo Two Company, Inc., which is the sole trustee of BTT. David G. Hanna and members of David G. Hanna’s immediate family are the beneficiaries of BTT. |
||||||||||
| (b) | Percent of Class: | |||||||||
| David G. Hanna – 27.3% DKH Capital, LLC – 23.3% Bravo Trust Two – 4.1%
Based on 23,559,402 shares of the Company’s common stock outstanding as of December 31, 2011 (according to information provided by the Company). |
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| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote: | |||||||||
| David G. Hanna – 0 DKH Capital, LLC – 0 Bravo Trust Two – 0 |
||||||||||
| (ii) | Shared power to vote or to direct the vote: | |||||||||
| David G. Hanna – 6,442,395 DKH Capital, LLC – 5,483,435 Bravo Trust Two – 958,960 |
||||||||||
| (iii) | Sole power to dispose or to direct the disposition of: | |||||||||
| David G. Hanna – 0 DKH Capital, LLC – 0 Bravo Trust Two – 0 |
||||||||||
| (iv) | Shared power to dispose or to direct the disposition of: | |||||||||
| David G. Hanna – 6,442,395 DKH Capital, LLC – 5,483,435 Bravo Trust Two – 958,960 |
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| 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 | ||||||||||
| Item 9. | Notice of Dissolution of Group. | |||||||||
| Not Applicable | ||||||||||
| Item 10. | Certifications. | |||||||||
| Not Applicable | ||||||||||
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.
Dated: February 14, 2012
| /s/ David G. Hanna | ||
| David G. Hanna | ||
| DKH Capital, LLC | ||
| By: | /s/ Kimberly M. Hanna | |
| Name: | Kimberly M. Hanna | |
| Title: | Manager | |
| Bravo Trust Two | ||
| By: | Bravo Two Company, Inc., as sole trustee | |
| By: | /s/ Joshua C. Miller | |
| Name: | Joshua C. Miller | |
| Title: | Assistant Secretary* | |
| * | Pursuant to the power of attorney filed as Exhibit 99.1 to this statement and incorporated herein by reference. |
Exhibit Index
| Exhibit A | Joint Filing Agreement Pursuant to Rule 13d-1(k) | |
| Exhibit 99.1 | Power of Attorney | |
Exhibit A
Joint Filing Agreement
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Dated: February 14, 2012
| /s/ David G. Hanna | ||
| David G. Hanna | ||
| DKH Capital, LLC | ||
| By: | /s/ Kimberly M. Hanna | |
| Name: | Kimberly M. Hanna | |
| Title: | Manager | |
| Bravo Trust Two | ||
| By: | Bravo Two Company, Inc., as sole trustee | |
| By: | /s/ Joshua C. Miller | |
| Name: | Joshua C. Miller | |
| Title: | Assistant Secretary* | |
| * | Pursuant to the power of attorney filed as Exhibit 99.1 to this statement and incorporated herein by reference. |