Edgar Filing: EZCORP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.1)*

(Name of Issuer)

EZCORP INC.

Common stock, par value $0.001 per share

(Title of Class of Securities)

302301106

(CUSIP Number)

December 31, 2018

(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).

CUSIP No.: 302301106

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Wolverine Asset Management, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			1,982,900

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			1,982,900

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,982,900

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.6% * (see Item 4)

12	TYPE OF REPORTING PERSON
	IA

*Percentage calculated by dividing (i) the sum of 1,982,900 shares of common stock receivable upon conversion of convertible notes of the Issuer plus (ii) the sum of (a) 54,475,070 (the number of shares of common stock outstanding as of January 25, 2019, as reported in the Issuer's Form 10-Q filed on January 30, 2019) and (b) 1,982,900 (the number of shares of common stock receivable upon conversion of convertible notes of the Issuer).

CUSIP No.: 302301106

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Wolverine Holdings, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			1,985,600

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			1,985,600

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,985,600

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.6% * (see Item 4)

12	TYPE OF REPORTING PERSON
	HC

* Percentage calculated by dividing (i) the sum of (a) 300 shares of common stock of the Issuer plus (b) 2,400 shares of common stock receivable upon exercise of options of the Issuer plus (c) 1,982,900 shares of common stock receivable upon conversion of convertible notes of the Issuer plus (ii) the sum of (a) 52,475,070 (the number of shares of common stock outstanding as of January 25, 2019, as reported in the Issuer's Form 10-Q filed on January 30, 2019) and (b) 1,982,900 (the number of shares of common stock receivable upon conversion of convertible notes of the Issuer) plus (c) 2,400 shares of common stock receivable upon exercise of options of the Issuer.

CUSIP No.: 302301106

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Wolverine Trading Partners, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			1,985,600

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			1,985,600

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,985,600

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.6% * (see Item 4)

12	TYPE OF REPORTING PERSON
	CO/HC

CUSIP No.: 302301106

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Christopher L. Gust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	US Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			1,985,600

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			1,985,600

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,985,600

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.6% * (see Item 4)

12	TYPE OF REPORTING PERSON
	IN/HC

CUSIP No.: 302301106

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	Robert R. Bellick

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	US Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER


		6	SHARED VOTING POWER
			1,985,600

		7	SOLE DISPOSITIVE POWER


		8	SHARED DISPOSITIVE POWER
			1,985,600

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,985,600

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.6% * (see Item 4)

12	TYPE OF REPORTING PERSON
	IN/HC

CUSIP No.: 302301106

ITEM 1(a).

NAME OF ISSUER:

EZCORP, INC.

ITEM 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

2500 Bee Cave Road

Building 1, Suite 200

Austin, TX 78746

ITEM 2(a).

NAME OF PERSON FILING:

Wolverine Asset Management, LLC

Wolverine Holdings, L.P.

Wolverine Trading Partners, Inc.

Christopher L. Gust

Robert R. Bellick

ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

c/o Wolverine Asset Management, LLC

175 West Jackson Blvd., Suite 340

Chicago, IL 60604

ITEM 2(c).

CITIZENSHIP:

Wolverine Asset Management, LLC – Illinois

Wolverine Holdings, L.P. – Illinois

Wolverine Trading Partners, Inc. – Illinois

Christopher L. Gust – US Citizen

Robert R. Bellick – US Citizen

ITEM 2(d).

TITLE OF CLASS OF SECURITIES:

Common stock, par value $0.001 per share

ITEM 2(e).

CUSIP NUMBER:

302301106

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:

(a)	☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);

(b)	☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)	☒ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)	☐ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g)	☒ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)	☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐ A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k)	☐ Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:

ITEM 4.

OWNERSHIP:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

The following constitutes Amendment No. 1 (“Amendment 1”) to the Schedule 13G filed by the undersigned on February 14, 2019. After discussing with the Issuer the conversion mechanism of one of our holdings, the Reporting Persons determined that our as-converted position is below the reporting threshold. Therefore, this Amendment 1 amends the Schedule 13G to report a decrease in the aggregate number and percentage of common stock owned by the Reporting Persons, thereby ceasing to be a beneficial owner of five percent of the class of securities. The Reporting Persons hereby amend and restate as follows:

(a)

Items 6, 8, 9 and 11 of the cover pages of this Schedule are incorporated herein by reference. The aggregate number of securities reported are 1,982,900 and 1,985,600, respectively. Thereby decreasing the Reporting Persons percentage of common stock owned to 3.6%.

Wolverine Asset Management, LLC (“WAM”) is an investment manager and has voting and dispositive power over 1,982,900 shares of the common stock receivable upon conversion of convertible notes of the Issuer. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). In addition to shares deemed beneficially owned by WAM, Wolverine Holdings may be deemed to be the beneficial owner of (i) 300 shares of common stock of the Issuer plus (ii) 2,400 shares of common stock receivable upon exercise of options of the Issuer held by affiliates other than WAM as of December 31, 2018. Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings.

(b)

Percent of class:

3.6%

WAM may be deemed the beneficial owner of 3.6% of the Issuer’s outstanding shares of common stock, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust may be deemed the beneficial owner of 3.6% of the Issuer’s outstanding shares of common stock. Percentages were calculated by dividing the number of shares deemed beneficially owned by each Reporting Person by the sum of (i) 52,475,070 (the number of shares of common stock outstanding as of January 25, 2019, as reported in the Issuer’s most recent Form 10-Q filed on January 30, 2019) and (ii) 1,982,900 (the number of shares of common stock receivable upon conversion of convertible notes of the Issuer) plus (iii) 2,400 (the number of shares of common stock receivable upon exercise of options of the Issuer held by affiliates other than WAM).

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote:

WAM has shared power to vote or direct the vote of 1,982,900 shares of the common stock of the Issuer, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to vote or direct the vote of 1,985,600 shares of the common stock of the Issuer, in each case as set forth in Item 4(a) above.

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

WAM has shared power to dispose or to direct the disposition of 1,982,900 shares of the common stock of the Issuer, and each of Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to dispose or to direct the disposition of 1,985,600 shares of the common stock of the Issuer, in each case as set forth in Item 4(a) above.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ×.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Wolverine Flagship Fund Trading Limited is known to have the right to receive the receipt of dividends from, or the proceeds from the sale of, the shares of common stock covered by this statement that may be deemed to be beneficially owned by WAM.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

See Item 4(a) above.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

ITEM 10.

CERTIFICATION:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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.

Date: February 21, 2019

	Wolverine Asset Management, LLC

	/s/ Kenneth L. Nadel
	Signature

	Kenneth L. Nadel, Chief Operating Officer
	Name/Title

	Wolverine Holdings, L.P.

	/s/Christopher L. Gust
	Signature

	Christopher L. Gust, Managing Director
	Name/Title

	Wolverine Trading Partners, Inc.

	/s/Christopher L. Gust
	Signature

	Christopher L. Gust, Authorized Signatory
	Name/Title

	/s/Christopher L. Gust
	Christopher L. Gust

	/s/ Robert R. Bellick
	Robert R. Bellick

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).