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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

CURO Group Holdings Corp.
(Name of Issuer)
 
Common Stock, Par Value $ 0.001 Per Share
(Title of Class of Securities)
 
23131L 107
(CUSIP Number)
 
December 31, 2020
(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)
 
 
 
 
☒
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).

1

CUSIP No.  23131L 107
Page 2 of 11 Pages
1
 
NAME OF REPORTING PERSON
Friedman Fleischer & Lowe Capital Partners II, L.P.
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
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
2,158,779
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
 2,158,779
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 2,158,779
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% (1)
12
 
TYPE OF REPORTING PERSON (See Instructions)
PN

 
 
(1)          The percentage ownership is based on 40,885,113 shares of Common Stock outstanding as of October 29, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 30, 2020.

2

CUSIP No. 23131L 107
Page 3 of 11 Pages
1
 
NAME OF REPORTING PERSON
FFL Parallel Fund II, L.P.
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
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
80,801
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
80,801
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,801
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% (1)
12
 
TYPE OF REPORTING PERSON (See Instructions)
PN

(1)          The percentage ownership is based on 40,885,113 shares of Common Stock outstanding as of October 29, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 30, 2020.

3

CUSIP No.  23131L 107
Page 4 of 11 Pages
1
 
NAME OF REPORTING PERSON
FFL Executive Partners II, L.P.
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
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
41,419
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
41,419
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,419
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% (1)
12
 
TYPE OF REPORTING PERSON (See Instructions)
PN

(1)          The percentage ownership is based on 40,885,113 shares of Common Stock outstanding as of October 29, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 30, 2020.

4

CUSIP No.  23131L 107
Page 5 of 11 Pages
1
 
NAME OF REPORTING PERSON
Friedman Fleischer & Lowe GP II, L.P.
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
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
2,280,999
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
2,280,999
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,280,999
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6% (1)
12
 
TYPE OF REPORTING PERSON (See Instructions)
PN

(1)          The percentage ownership is based on 40,885,113 shares of Common Stock outstanding as of October 29, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 30, 2020.
5

CUSIP No.  23131L 107
Page 6 of 11 Pages
1
 
NAME OF REPORTING PERSON
Friedman Fleischer & Lowe GP II, 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
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
 
SOLE VOTING POWER
0
6
 
SHARED VOTING POWER
2,280,999
7
 
SOLE DISPOSITIVE POWER
0
8
 
SHARED DISPOSITIVE POWER
2,280,999
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,280,999
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6% (1)
12
 
TYPE OF REPORTING PERSON (See Instructions)
OO

(1)          The percentage ownership is based on 40,885,113 shares of Common Stock outstanding as of October 29, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 30, 2020.

6

Item 1.
 
 
(a)
Name of Issuer:
 
 
 CURO GROUP HOLDINGS CORP.
 
 
 
 
 
 
 
(b)
Address of Issuer’s Principal Executive Offices:
 
 
 
 
 
3527 North Ridge Road
 
 
Wichita, Kansas 67205
 
 
 
Item 2.
 
 
(a)
Name of Person Filing:
 
 
 
 
 
Friedman Fleischer & Lowe Capital Partners II, L.P., FFL Parallel Fund II, L.P., FFL Executive Partners II, L.P., Friedman Fleischer & Lowe GP II, L.P. and Friedman Fleischer & Lowe GP II, LLC (collectively, the "Reporting Persons").
 
Pursuant to Rule 13d-1(d)(k)(1) under the Securities Exchange Act of 1934, as amended, and as provided in the Joint Filing Agreement filed as Exhibit 99.1 to the Statement on Schedule 13G filed with the Securities and Exchange Commission on January 23, 2018, each Reporting Person has agreed to file one statement on Schedule 13G, including any amendments thereto.
 
 
 
 
(b)
Address of Principal Business Office, or if none, Residence:
 
 
 
 
 
The address of the principal business office of each of the Reporting Persons is c/o FFL Partners, LLC, One Maritime Plaza, Suite 2200, San Francisco, CA 94111.
 
 
 
 
(c)
Citizenship:
 
 
 
 
 
Friedman Fleischer & Lowe Capital Partners II, L.P., FFL Parallel Fund II, L.P., FFL Executive Partners II, L.P. and Friedman Fleischer & Lowe GP II, L.P. are limited partnerships organized under the laws of the State of Delaware.  Friedman Fleischer & Lowe GP II, LLC is a limited liability company organized under the laws of the State of Delaware.
 
 
 
 
(d)
Title of Class of Securities:
 
 
 
 
 
Common Stock, par value $0.001 per share ("Common Stock")
 
 
 
 
(e)
CUSIP Number:
 
 
 
 
 
23131L 107

7

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:
 
 
 
 
In the aggregate, the Reporting Persons beneficially own 2,280,999 shares of Common Stock which consists of 2,158,779 shares of Common Stock held by Friedman Fleischer & Lowe Capital Partners II, L.P., 80,801 shares of Common Stock held by FFL Parallel Fund II, L.P. and 41,419 shares of Common Stock held by FFL Executive Partners II, L.P. (collectively, the "FFL Funds"). The FFL Funds are controlled by Friedman Fleischer & Lowe GP II, L.P., their general partner, which is controlled by Friedman Fleischer & Lowe GP II, LLC, its general partner.
 
 
 
 
 
(b)
Percent of class:
 
 
 
 
The percent of class represented by the amount of Common Stock beneficially owned by each Reporting Person is calculated based on a total of 40,885,113 shares of Common Stock outstanding as of October 29, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 30, 2020. Based on this number of outstanding shares of Common Stock, each of the Reporting Persons may be deemed to be the beneficial owner of approximately the following percentages of the total number outstanding shares of Common Stock.
 
 
 
 
 
Friedman Fleischer & Lowe Capital Partners II, L.P.: 5.3%
 
 
 
 
 
FFL Parallel Fund II, L.P.: 0.2%
 
 
 
 
 
FFL Executive Partners II, L.P.: 0.1%
 
 
 
 
 
Friedman Fleischer & Lowe GP II, L.P. and Friedman Fleischer & Lowe GP II, LLC: 5.6%
 
 
 
 
(c)
Number of shares as to which the person has:
 
 
 
 
Friedman Fleischer & Lowe Capital Partners II, L.P.
 
 
 
 
 
(i) Sole power to vote or to direct the vote: 0
 
 
 
 
 
(ii) Shared power to vote or to direct the vote: 2,158,779
 
 
 
 
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
 
 
 
 
(iv) Shared power to dispose or to direct the disposition of: 2,158,779

8

 
FFL Parallel Fund II, L.P.
 
 
 
 
 
(i) Sole power to vote or to direct the vote: 0
 
 
 
 
 
(ii) Shared power to vote or to direct the vote: 80,801
 
 
 
 
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
 
 
 
 
(iv) Shared power to dispose or to direct the disposition of: 80,801
 
FFL Executive Partners II, L.P.
 
 
 
 
 
(i) Sole power to vote or to direct the vote: 0
 
 
 
 
 
(ii) Shared power to vote or to direct the vote: 41,419
 
 
 
 
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
 
 
 
 
(iv) Shared power to dispose or to direct the disposition of: 41,419
 
 
 
 
Friedman Fleischer & Lowe GP II, L.P. and Friedman Fleischer & Lowe GP II, LLC
 
 
 
 
 
(i) Sole power to vote or to direct the vote: 0
 
 
 
 
 
(ii) Shared power to vote or to direct the vote: 2,280,999
 
 
 
 
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
 
 
 
 
(iv) Shared power to dispose or to direct the disposition of: 2,280,999

9

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.
 
 
 
 
 
Friedman Fleischer & Lowe Capital Partners II, L.P., a Delaware limited partnership, FFL Parallel Fund II, L.P., a Delaware limited partnership, and FFL Executive Partners II, L.P., a Delaware limited partnership. 
 
 
 
Item 8.
Identification and Classification of Members of the Group.
 
 
 
 
 
Not applicable
 
 
 
 
 
 
Item 9.
Notice of Dissolution of Group.
 
 
 
 
 
Not applicable
Item 10.
Certification.
 
 
 
 
 
Not applicable
 
10
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: January 26, 2021

 
Friedman Fleischer & Lowe Capital Partners II, L.P.
by: Friedman Fleischer & Lowe GP II, L.P., its general partner
by: Friedman Fleischer & Lowe GP II, LLC, its general partner
by: Spencer C. Fleischer, its Managing Member
 
 
 
 
By:
/s/ Spencer C. Fleischer
 
 
 
  
 
 
 
 
FFL Executive Partners II, L.P.
by: Friedman Fleischer & Lowe GP II, L.P., its general partner
by: Friedman Fleischer & Lowe GP II, LLC, its general partner
by: Spencer C. Fleischer, its Managing Member
 
 
 
 
By:
/s/ Spencer C. Fleischer
 
 
 
 
 
 
 
 
FFL Parallel Fund II, L.P.
by: Friedman Fleischer & Lowe GP II, L.P., its general partner
by: Friedman Fleischer & Lowe GP II, LLC, its general partner
by: Spencer C. Fleischer, its Managing Member
 
 
 
 
By:
/s/ Spencer C. Fleischer
 
 
 
 
 
 
 
 
Friedman Fleischer & Lowe GP II, L.P.
by: Friedman Fleischer & Lowe GP II, LLC, its general partner
by: Spencer C. Fleischer, its Managing Member
 
 
 
 
By:
/s/ Spencer C. Fleischer
 
 
 
 
 
 
 
 
Friedman Fleischer & Lowe GP II, LLC
by: Spencer C. Fleischer, its Managing Member
 
 
 
 
By:
/s/ Spencer C. Fleischer