Sec Form 13D Filing - HANNA DAVID G filing for Atlanticus Holdings Corporation (ATLC) - 2025-01-06

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on 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 13D



Comment for Type of Reporting Person:
Rows 7, 9 and 11: Includes (i) 263,432 shares of Atlanticus Holdings Corporation's (the Issuer) common stock held directly by David G. Hanna and (ii) 1,000 shares of the Issuer's common stock underlying a stock option award that is currently exercisable.Rows 8, 10 and 11: Includes (i) 4,000,000 shares of the Issuer's common stock underlying Series A Convertible Preferred Stock held by Dove Ventures, LLC (Dove), (ii) 3,573,072 shares of the Issuer's common stock held by DKH Capital, LLC (DKH) and (iii) 325,000 shares of the Issuer's common stock held by Bravo Two Company, Inc. as Trustee for Rainbow Trust Two Nevada (Rainbow Trust). David G. Hanna shares voting and dispositive power over the 4,000,000 shares of the Issuer's common stock underlying Series A Convertible Preferred Stock held by Dove with his brother Frank J. Hanna. The governing documents for DKH provide Kimberly M. Hanna with sole voting and dispositive power over the 3,573,072 shares of common stock held by DKH. Given Mr. Hanna's position as Executive Chairman of the Board of Directors of the Issuer, this Amendment No. 5 to Schedule 13D (this Amendment) attributes shared voting and dispositive power for these shares of common stock to David G. Hanna and Kimberly M. Hanna. Bravo Two Company, Inc. (Bravo) is the trustee for the Rainbow Trust. David G. Hanna is the President, Secretary, and Treasurer and the sole owner of Bravo.Row 11: Excludes 3,598,072 shares of the Issuer'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 and members of Frank J. Hanna'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.Row 13: Based on 14,738,862 shares of the Issuer's common stock outstanding as of October 29, 2024, as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission (the "SEC") on November 7, 2024. Beneficial ownership is determined in accordance with the rules of the SEC, which deem a person to beneficially own any shares of the Issuer's common stock the person has or shares voting or dispositive power over and any additional shares of the Issuer's common stock obtainable within 60 days through the conversion or exercise of preferred stock, options or other purchase rights. Shares of the Issuer's common stock subject to preferred stock, options or other purchase rights that are currently exercisable or are exercisable within 60 days of November 19, 2024 (including shares subject to restrictions that lapse within 60 days of November 19, 2024) are deemed outstanding for purposes of computing the percentage ownership of the person holding such preferred stock, options or other purchase rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.


SCHEDULE 13D



Comment for Type of Reporting Person:
Rows 8, 10 and 11: Includes 3,573,072 shares of the Issuer's common stock held by DKH. The governing documents for DKH provide Kimberly M. Hanna with sole voting and dispositive power over the 3,573,072 shares of common stock held by DKH. Given David G. Hanna's position as Executive Chairman of the Board of Directors of the Issuer, this Amendment attributes shared voting and dispositive power for these shares of common stock to David G. Hanna and Kimberly M. Hanna.Row 11: Excludes 3,598,072 shares of the Issuer'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 and members of Frank J. Hanna'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.Row 13: Based on 14,738,862 shares of the Issuer's common stock outstanding as of October 29, 2024, as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 7, 2024. Beneficial ownership is determined in accordance with the rules of the SEC, which deem a person to beneficially own any shares of the Issuer's common stock the person has or shares voting or dispositive power over and any additional shares of the Issuer's common stock obtainable within 60 days through the conversion or exercise of preferred stock, options or other purchase rights. Shares of the Issuer's common stock subject to preferred stock, options or other purchase rights that are currently exercisable or are exercisable within 60 days of November 19, 2024 (including shares subject to restrictions that lapse within 60 days of November 19, 2024) are deemed outstanding for purposes of computing the percentage ownership of the person holding such preferred stock, options or other purchase rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.


SCHEDULE 13D



Comment for Type of Reporting Person:
Rows 8, 10 and 11: Includes 3,573,072 shares of the Issuer's common stock held by DKH.Row 13: Based on 14,738,862 shares of the Issuer's common stock outstanding as of October 29, 2024, as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 7, 2024. Beneficial ownership is determined in accordance with the rules of the SEC, which deem a person to beneficially own any shares of the Issuer's common stock the person has or shares voting or dispositive power over and any additional shares of the Issuer's common stock obtainable within 60 days through the conversion or exercise of preferred stock, options or other purchase rights. Shares of the Issuer's common stock subject to preferred stock, options or other purchase rights that are currently exercisable or are exercisable within 60 days of November 19, 2024 (including shares subject to restrictions that lapse within 60 days of November 19, 2024) are deemed outstanding for purposes of computing the percentage ownership of the person holding such preferred stock, options or other purchase rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.


SCHEDULE 13D



Comment for Type of Reporting Person:
Rows 8, 10 and 11: Includes 4,000,000 shares of the Issuer's common stock underlying Series A Convertible Preferred Stock held by Dove.Row 13: Based on 14,738,862 shares of the Issuer's common stock outstanding as of October 29, 2024, as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 7, 2024. Beneficial ownership is determined in accordance with the rules of the SEC, which deem a person to beneficially own any shares of the Issuer's common stock the person has or shares voting or dispositive power over and any additional shares of the Issuer's common stock obtainable within 60 days through the conversion or exercise of preferred stock, options or other purchase rights. Shares of the Issuer's common stock subject to preferred stock, options or other purchase rights that are currently exercisable or are exercisable within 60 days of November 19, 2024 (including shares subject to restrictions that lapse within 60 days of November 19, 2024) are deemed outstanding for purposes of computing the percentage ownership of the person holding such preferred stock, options or other purchase rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.


SCHEDULE 13D



Comment for Type of Reporting Person:
Rows 8, 10 and 11: Includes 325,000 shares of the Issuer's common stock held by Rainbow Trust.Row 13: Based on 14,738,862 shares of the Issuer's common stock outstanding as of October 29, 2024, as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 7, 2024. Beneficial ownership is determined in accordance with the rules of the SEC, which deem a person to beneficially own any shares of the Issuer's common stock the person has or shares voting or dispositive power over and any additional shares of the Issuer's common stock obtainable within 60 days through the conversion or exercise of preferred stock, options or other purchase rights. Shares of the Issuer's common stock subject to preferred stock, options or other purchase rights that are currently exercisable or are exercisable within 60 days of November 19, 2024 (including shares subject to restrictions that lapse within 60 days of November 19, 2024) are deemed outstanding for purposes of computing the percentage ownership of the person holding such preferred stock, options or other purchase rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.


SCHEDULE 13D

 
HANNA DAVID G
 
Signature:/s/ David G. Hanna
Name/Title:David G. Hanna
Date:01/06/2025
 
Hanna Kimberly M
 
Signature:/s/ Kimberly M. Hanna
Name/Title:Kimberly M. Hanna
Date:01/06/2025
 
DKH Capital, LLC
 
Signature:/s/ Kimberly M. Hanna
Name/Title:Kimberly M. Hanna, Manager
Date:01/06/2025
 
Dove Ventures, LLC
 
Signature:/s/ Joshua C. Miller
Name/Title:Joshua C. Miller, Assistant Secretary of Bravo Two Company, Inc. as Manager of Dove Ventures, LLC
Date:01/06/2025
 
Bravo Two Company, Inc. as Trustee for Rainbow Trust Two Nevada
 
Signature:/s/ Joshua C. Miller
Name/Title:Joshua C. Miller, Assistant Secretary
Date:01/06/2025
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