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OMB
APPROVAL
OMB
Number: 3235-0287
Expires:
February 28, 2011
Estimated
average burden
hours
per response………11
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Compucredit
Holdings Corporation
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(Name
of Issuer)
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Common
Stock, no par value
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(Title
of Class of Securities)
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20478T107
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(CUSIP
Number)
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March
18, 2010
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(Date
of Event Which Requires Filing of this
Statement)
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CUSIP
No
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20478T107
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Second
Curve Capital, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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2,512,730
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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2,512,730
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,512,730
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP
No
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20478T107
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Thomas
K. Brown
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) [_]
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(b) [x]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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2,512,730
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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2,512,730
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,512,730
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.3%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item
1.
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(a).
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Name
of Issuer:
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Compucredit
Holdings Corporation
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(b).
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Address
of issuer's principal executive offices:
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Five
Concourse Parkway, Suite 400
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Atlanta,
Georgia 30328
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Item
2.
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(a).
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Name
of person filing:
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Second
Curve Capital, LLC
Thomas
K. Brown
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(b).
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Address
or principal business office or, if none, residence:
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Second
Curve Capital, LLC
237
Park Avenue, 9th
Floor
New
York, New York 10017
United
States of America
Thomas
K. Brown
c/o
Second Curve Capital, LLC
237
Park Avenue, 9th
Floor
New
York, New York 10017
United
States of America
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(c).
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Citizenship:
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Second
Curve Capital, LLC - Delaware
Thomas
K. Brown – United States
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(d).
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Title
of class of securities:
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Common
Stock, no par value
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(e).
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CUSIP
No.:
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20478T107
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Item
3.
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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
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(a)
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[_]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[_]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[_]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[_]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[_]
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An
investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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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);
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(j)
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[_]
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A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
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Second
Curve Capital, LLC – 2,512,730
Thomas
K. Brown - 2,512,730
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(b)
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Percent
of class:
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Second
Curve Capital, LLC – 5.3%
Thomas
K. Brown – 5.3%
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(c)
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Number
of shares as to which the person
has:
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(i)
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Sole
power to vote or to direct the vote
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Second
Curve Capital, LLC – 0
Thomas
K. Brown – 0
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(ii)
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Shared
power to vote or to direct the vote
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Second
Curve Capital, LLC – 2,512,730
Thomas
K. Brown – 2,512,730
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(iii)
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Sole
power to dispose or to direct the disposition of
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Second
Curve Capital, LLC – 0
Thomas
K. Brown – 0
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(iv)
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Shared
power to dispose or to direct the disposition of
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.
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Second
Curve Capital, LLC – 2,512,730
Thomas
K. Brown – 2,512,730
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Instruction: For
computations regarding securities which represent a right to acquire an
underlying security see
§240.13d-3(d)(1).
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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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
[_].
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N/A
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another
Person.
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If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
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N/A
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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If
a parent holding company or control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary.
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N/A
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Item
8.
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Identification
and Classification of Members of the
Group.
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If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the
group.
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N/A
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Item
9.
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Notice
of Dissolution of Group.
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Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5.
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N/A
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Item
10.
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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.
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