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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V1yJEDHmmDNB11b62kpNRzSMJ4mj45BQBMrNsPzbLvhY2hGRh8ppK7G5XxqWLufh RfkBWrIh8WOh0EU2w6kCJA== 0000912057-02-005955.txt : 20020414 0000912057-02-005955.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-005955 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANNA FRANK J III CENTRAL INDEX KEY: 0001106487 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O COMPUCREDIT CORP STREET 2: ONE RAVINIA DRIVE SUITE 500 CITY: ATLANTA STATE: CA ZIP: 30346 BUSINESS PHONE: 7702066200 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUCREDIT CORP CENTRAL INDEX KEY: 0001068199 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 582336689 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58387 FILM NUMBER: 02545156 BUSINESS ADDRESS: STREET 1: ONE RAVINIA DR STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 7709015840 MAIL ADDRESS: STREET 1: ONE RAVINIA DR STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30346 SC 13G/A 1 a2070875zsc13ga.htm SC13G/A Prepared by MERRILL CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)*

CompuCredit Corporation

(Name of Issuer)
Common Stock, no par value per share

(Title of Class of Securities)
		204 78N 100
(CUSIP Number)
December 31, 2001

(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)

/x/ 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. CUSIP No. 204 78N 100



(1)	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Frank J. Hanna, III

(2)	Check the Appropriate Box if a Member	(a)	/ /
	of a Group*	(b)	/ /


(3)	Sec Use Only


(4)	Citizenship or Place of Organization
	United States of America

Number of Shares Beneficially Owned by Each Reporting Person With:		(5)	Sole Voting Power
			13,820,286

		(6)	Shared Voting Power
			323,285

		(7)	Sole Dispositive Power
			13,820,286

		(8)	Shared Dispositive Power
			323,285

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person
	14,143,571

(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / /


(11)	Percent of Class Represented by Amount in Row (9)
	30.0

(12)	Type of Reporting Person (See Instructions)
	IN

ITEM 1.

(a)		Name of Issuer
		CompuCredit Corporation

(b)		Address of Issuer's Principal Executive Offices
		245 Perimeter Center Parkway, Suite 600 Atlanta, Georgia 30346

ITEM 2.

(a)		Name of Person Filing
		The name of the person filing this statement is Frank J. Hanna, III.

(b)		Address of Principal Business Office or, if none, Residence
		c/o CompuCredit Corporation 245 Perimeter Center Parkway, Suite 600 Atlanta, Georgia 30346

(c)		Citizenship
		Frank J. Hanna, III is a citizen of the United States of America.

(d)		Title of Class of Securities
		Common Stock, no par value per share

(e)		CUSIP Number
		204 78N 100

ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
	Not Applicable

ITEM 4. OWNERSHIP

(a)	Amount beneficially owned: 14,143,571
		Frank J. Hanna, III directly owns 6,104,283 shares of Common Stock. Each of David G. Hanna and Frank J. Hanna, III owns 50% of the capital stock of CompuCredit Management Corporation and, as such, possess shared dispositive power over the 323,285 shares of Common Stock held by CompuCredit Management Corporation. Accordingly, each of David G. Hanna and Frank J. Hanna, III is deemed to beneficially own these 323,285 shares of Common Stock. Frank J. Hanna, III is the sole trustee of Bravo Trust One, whose beneficiaries are Frank J. Hanna, III and members of his immediate family. Frank J. Hanna, III is deemed to beneficially own the 7,168,957 shares of Common Stock held by Bravo Trust One. Frank J. Hanna, III is the sole trustee of Rainbow Trust One, whose beneficiaries are Frank J. Hanna, III and members of his immediate family. Frank J. Hanna, III is deemed to beneficially own the 547,046 shares of Common Stock that are issuable upon conversion of the 5,000 shares of Series B Preferred Stock held by Rainbow Trust One. Each share of Series B Preferred Stock is convertible, at any time, into 109.4 shares of Common Stock (assuming unadjusted initial conversion price of $9.14).

(b)	Percent of class: 30.0
		The above percentage is based upon the 46,559,165 shares of Common Stock outstanding as of December 31, 2001, plus the 547,046 shares of Common Stock which are issuable upon the conversion of the Series B Preferred Stock.

(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote 13,820,286
		Frank J. Hanna, III directly holds 6,104,283 shares of Common Stock. As sole trustee of Bravo Trust One, Frank J. Hanna, III possesses the sole power to vote 7,168,957 shares of Common Stock held by Bravo Trust One. As sole trustee of Rainbow Trust One, Frank J. Hanna, III possesses the sole power to vote 547,046 shares of Common Stock which are issuable upon conversion of the 5,000 shares of Series B Preferred Stock held by Rainbow Trust One. (The Series B Preferred Stock votes on an as-converted basis). In the aggregate, Mr. Hanna possesses the sole power to vote 13,820,286 shares of Common Stock.

	(ii)	Shared power to vote or to direct the vote 323,285
		Frank J. Hanna, III owns 50% of the capital stock of CompuCredit Management Corporation, which holds 323,285 shares of Common Stock. Accordingly, Frank J. Hanna, III is deemed to share the power to vote the 323,285 shares of Common Stock held by CompuCredit Management Corporation.

	(iii)	Sole power to dispose or to direct the disposition of 13,820,286
		Frank J. Hanna, III directly holds 6,104,283 shares of Common Stock. As sole trustee of Bravo Trust One, Frank J. Hanna, III possesses the sole power to dispose of 7,168,957 shares of Common Stock held by Bravo Trust One. As sole trustee of Rainbow Trust One, Frank J. Hanna, III possesses the sole power to dispose of 547,046 shares of Common Stock which are issuable upon conversion of the 5,000 shares of Series B Preferred Stock held by Rainbow Trust One. In the aggregate, Mr. Hanna possesses the sole power to dispose of 13,820,286 shares of Common Stock.

		(iv)		Shared power to dispose or to direct the disposition of 323,285
				Frank J. Hanna, III owns 50% of the capital stock of CompuCredit Management Corporation, which holds 323,285 shares of Common Stock. Accordingly, Frank J. Hanna, III is deemed to share the power to dispose of the 323,285 shares of Common Stock held by CompuCredit Management Corporation.

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

Not Applicable

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

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: February 13, 2002


		/s/ Frank J. Hanna, III
		Frank J. Hanna, III

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