Edgar Filing: CONNS INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Anchorage Capital Group, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
CONNS INC [CONN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

610 BROADWAY, 6TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2015

(Street)

NEW YORK, NY 10012

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, $0.01 par value per share	03/06/2015		P		303,000	A	$ 27.8451 ⁽¹⁾	4,241,257	I ⁽⁷⁾ ⁽⁸⁾	By Anchorage Capital Master Offshore, Ltd.
Common stock, $0.01 par value per share	03/09/2015		P		1,900	A	$ 27.9445 ⁽²⁾	4,243,157	I ⁽⁷⁾ ⁽⁸⁾	By Anchorage Capital Master Offshore, Ltd.
Common stock, $0.01 par value per share	03/09/2015		S		39,516	D	$ 27.147 ⁽³⁾	4,203,641	I ⁽⁷⁾ ⁽⁸⁾	By Anchorage Capital Master Offshore, Ltd.
Common stock, $0.01 par value per share	03/09/2015		S		202,984	D	$ 26.2985 ⁽⁴⁾	4,000,657	I ⁽⁷⁾ ⁽⁸⁾	By Anchorage Capital Master Offshore, Ltd.
Common stock, $0.01 par value per share	03/10/2015		S		177,283	D	$ 25.1907 ⁽⁵⁾	3,823,374	I ⁽⁷⁾ ⁽⁸⁾	By Anchorage Capital Master Offshore, Ltd.
Common stock, $0.01 par value per share	03/10/2015		S		202,717	D	$ 24.3128 ⁽⁶⁾	3,620,657	I ⁽⁷⁾ ⁽⁸⁾	By Anchorage Capital Master Offshore, Ltd.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Anchorage Capital Group, L.L.C. 610 BROADWAY 6TH FLOOR NEW YORK, NY 10012		X
Anchorage Advisors Management, LLC 610 BROADWAY 6TH FLOOR NEW YORK, NY 10012	X	X
Davis Anthony Lynn 610 BROADWAY 6TH FLOOR NEW YORK, NY 10012	X	X
Ulrich Kevin Michael 610 BROADWAY 6TH FLOOR NEW YORK, NY 10012	X	X
Anchorage Capital Master Offshore, Ltd 610 BROADWAY 6TH FLOOR NEW YORK, NY 10012	X	X

Signatures

Anchorage Capital Group, L.L.C., By: /s/ Kevin M. Ulrich, Authorized Signatory		03/10/2015
^**Signature of Reporting Person		Date
Anchorage Advisors Management, L.L.C., By: /s/ Kevin M. Ulrich, Authorized Signatory		03/10/2015
^**Signature of Reporting Person		Date
/s/ Anthony L. Davis		03/10/2015
^**Signature of Reporting Person		Date
/s/ Kevin M. Ulrich		03/10/2015
^**Signature of Reporting Person		Date
Anchorage Capital Master Offshore, Ltd., By: /s/ Natalie Birrell, Director		03/10/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This price reflects the weighted average price for open-market purchases of shares of Common Stock made by the Reporting Persons on March 6, 2015, within a $1.00 range. The actual prices for these transactions range from $27.465 to $28.00, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock purchased at each separate price.
(2)	This price reflects the weighted average price for open-market purchases of shares of Common Stock made by the Reporting Persons on March 9, 2015, within a $1.00 range. The actual prices for these transactions range from $27.90 to $28.02, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock purchased at each separate price.
(3)	This price reflects the weighted average price for open-market sales of shares of Common Stock made by the Reporting Persons on March 9, 2015, within a $1.00 range. The actual prices for these transactions range from $27.00 to $27.30, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price.
(4)	This price reflects the weighted average price for open-market sales of shares of Common Stock made by the Reporting Persons on March 9, 2015, within a $1.00 range. The actual prices for these transactions range from $26.00 to $26.83, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price.
(5)	This price reflects the weighted average price for open-market sales of shares of Common Stock made by the Reporting Persons on March 10, 2015, within a $1.00 range. The actual prices for these transactions range from $24.93 to $25.74, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price.
(6)	This price reflects the weighted average price for open-market sales of shares of Common Stock made by the Reporting Persons on March 10, 2015, within a $1.00 range. The actual prices for these transactions range from $23.91 to $24.90, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price.
(7)	Anchorage Advisors Management, L.L.C. is the sole managing member of Anchorage Capital Group, L.L.C., the investment advisor to Anchorage Capital Master Offshore, Ltd. Mr. Davis is the President of Anchorage Capital Group, L.L.C. and a managing member of Anchorage Advisors Management, L.L.C. Mr. Ulrich is the Chief Executive Officer of Anchorage Capital Group, L.L.C. and the other managing member of Anchorage Advisors Management, L.L.C.
(8)	Each reporting person disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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