SC 13D/A 1 t1700201_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 6)

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Credit Acceptance Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

225310 10 1

(CUSIP Number)

Michael T. Raymond

Dickinson Wright, PLLC

2600 W. Big Beaver Rd., Suite 300

Troy, Michigan 48084-3312

248-433-7274

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 21, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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. 225310 10 1

SCHEDULE 13D

Page 2 of 13 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Donald A. Foss 2009 Remainder Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Michigan

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER
1,006,323

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,006,323
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

CUSIP No. 225310 10 1

SCHEDULE 13D

Page 3 of 13 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Donald A. Foss 2010 Remainder Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Michigan

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

SOLE VOTING POWER

SHARED VOTING POWER
703,321

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 703,321
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

CUSIP No. 225310 10 1

SCHEDULE 13D

Page 4 of 13 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jill Foss Watson Living Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Michigan

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

SOLE VOTING POWER

475,447

SHARED VOTING POWER
0

SOLE DISPOSITIVE POWER
475,447

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,447
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

CUSIP No. 225310 10 1

SCHEDULE 13D

Page 5 of 13 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jill Foss Watson Irrevocable Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Michigan

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

SOLE VOTING POWER

41,446

SHARED VOTING POWER
0

SOLE DISPOSITIVE POWER
41,446

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,446
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

CUSIP No. 225310 10 1

SCHEDULE 13D

Page 6 of 13 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Karol A. Foss Irrevocable Grandchildren’s Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

SOLE VOTING POWER

853,424

SHARED VOTING POWER
0

SOLE DISPOSITIVE POWER
853,424

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 853,424
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

CUSIP No. 225310 10 1

SCHEDULE 13D

Page 7 of 13 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jill Foss Watson 2016 Grantor Retained Annuity Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

SOLE VOTING POWER

164,804

SHARED VOTING POWER
0

SOLE DISPOSITIVE POWER
164,804

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,804
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

CUSIP No. 225310 10 1

SCHEDULE 13D

Page 8 of 13 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jill Foss Watson 2014 Children’s Trust FBO Gwyneth Ellen Watson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Michigan

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

SOLE VOTING POWER

58,154

SHARED VOTING POWER
0

SOLE DISPOSITIVE POWER
58,154

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

CUSIP No. 225310 10 1

SCHEDULE 13D

Page 9 of 13 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jill Foss Watson 2014 Children’s Trust FBO Duncan Todd Watson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Michigan

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

SOLE VOTING POWER

58,154

SHARED VOTING POWER
0

SOLE DISPOSITIVE POWER
58,154

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

CUSIP No. 225310 10 1

SCHEDULE 13D

Page 10 of 13 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Pathways Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Michigan

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

SOLE VOTING POWER

1,827

SHARED VOTING POWER
0

SOLE DISPOSITIVE POWER
1,827

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,827
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

CUSIP No. 225310 10 1

SCHEDULE 13D

Page 11 of 13 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jill Foss Watson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

SOLE VOTING POWER

1,653,256

SHARED VOTING POWER
1,709,644

SOLE DISPOSITIVE POWER
1,653,256

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,365,046**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.9 %*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

**Mrs. Foss Watson is the trustee of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Living Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, the Jill Foss Watson 2016 Grantor Retained Annuity Trust, and the Pathways Foundation. Mr. Todd Watson, spouse of Jill Foss Watson, is the trustee of the Jill Foss Watson Irrevocable Trust, the 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson. This amount also includes 2,146 shares held by Duncan Todd Watson. Mrs. Foss Watson disclaims beneficial ownership of these shares owned by such trusts and by Duncan Todd Watson.

CUSIP No. 225310 10 1

SCHEDULE 13D

Page 12 of 13 Pages

Explanatory Note: This Schedule 13D Amendment No. 6 is being filed to reflect the disposition by the reporting persons of shares of the Issuer’s common stock.

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the common stock of Credit Acceptance Corporation (“Issuer” or “CACC”). The principal executive offices of CACC are located at 25505 West Twelve Mile Road, Southfield, Michigan 48034-8339.

Item 2. Identity and Background.

No change.

Item 3. Source and Amount of Funds or Other Consideration.

No change.

Item 4. Purpose of Transaction.

No change.

Item 5. Interest in Securities of the Issuer

Reporting Person	Amount beneficially owned:	Percent of Class*	Sole power to vote or direct the vote:	Shared power to vote or to direct the vote:	Sole power to dispose or to direct the disposition of:	Shared power to dispose or to direct the disposition of:
The Donald A. Foss 2009 Remainder Trust	1,006,323	5.1%	0	1,006,323	0	0

The Donald A. Foss 2010 Remainder Trust	703,321	3.5%	0	703,321	0	0

Jill Foss Watson Living Trust	475,447	2.4%	475,447	0	475,447	0

Jill Foss Watson Irrevocable Trust**	41,446	0.2%	41,446	0	41,446	0

Karol A. Foss Irrevocable Grandchildren’s Trust**	853,424	4.3%	853,424	0	853,424	0

Jill Foss Watson 2016 Grantor Retained Annuity Trust	164,804	0.8%	164,804	0	164,804	0

Jill Foss Watson 2014 Children’s Trust FBO Gwyneth Ellen Watson	58,154	0.3%	8,154	0	58,154	0

Jill Foss Watson 2014 Children’s Trust FBO Duncan Todd Watson	58,154	0.3%	58,154	0	58,154	0

The Pathways Foundation	1,827	Less than 0.1%	1,827	0	1,827	0

Jill Foss Watson**	3,365,046	16.9%	1,653,256	1,709,644	1,653,256	0

CUSIP No. 225310 10 1

SCHEDULE 13D

Page 13 of 13 Pages

* The percentage is calculated based upon total outstanding shares of 19,877,856 as of February 3, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016.

**Mrs. Foss Watson is the trustee of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Living Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, the Jill Foss Watson 2016 Grantor Retained Annuity Trust, and the Pathways Foundation. Mr. Todd Watson, spouse of Jill Foss Watson, is the trustee of the Jill Foss Watson Irrevocable Trust, the Jill Foss Watson 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson. This amount also includes 2,146 shares held by Duncan Todd Watson. Mrs. Foss Watson disclaims beneficial ownership of these shares owned by such trusts and by Duncan Todd Watson.

(d) The respective beneficiaries of the Donald A. Foss 2009 Remainder Trust, the Donald A. Foss 2010 Remainder Trust, the Jill Foss Watson Irrevocable Trust, the Karol A. Foss Irrevocable Grandchildren’s Trust, the Jill Foss Watson 2016 Grantor Retained Annuity Trust, the 2014 Children's Trust FBO Gwyneth Ellen Watson, and the Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson ultimately receive the pecuniary benefit of dividends from, or the proceeds from the sale of, the shares held in each respective trust.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

No change.

Item 7. Material to be Filed as Exhibits.

No change.

[Signature page follows]

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: March 31, 2017	The Donald A. Foss 2009 Remainder Trust
		/s/ Jill Foss Watson
		Name: Jill Foss Watson
		Title: Trustee

		The Donald A. Foss 2010 Remainder Trust
		/s/ Jill Foss Watson
		Name: Jill Foss Watson
		Title: Trustee

		Jill Foss Watson Living Trust
		/s/ Jill Foss Watson
		Name: Jill Foss Watson
		Title: Trustee

		Jill Foss Watson Irrevocable Trust
		/s/ Todd Watson
		Name: Todd Watson
		Title: Trustee

		Karol A. Foss Irrevocable Grandchildren’s Trust
		/s/ Jill Foss Watson
		Name: Jill Foss Watson
		Title: Trustee

		Jill Foss Watson 2016 Grantor Retained Annuity Trust
		/s/ Jill Foss Watson
		Name: Jill Foss Watson Title: Trustee

		Jill Foss Watson 2014 Children's Trust FBO Gwyneth Ellen Watson
		/s/ Todd Watson
		Name: Todd Watson Title: Trustee

		Jill Foss Watson 2014 Children's Trust FBO Duncan Todd Watson
		/s/ Todd Watson
		Name: Todd Watson Title: Trustee

		The Pathways Foundation
		/s/ Jill Foss Watson
		Name: Jill Foss Watson
		Title: Trustee

		Jill Foss Watson
		/s/ Jill Foss Watson
		Jill Foss Watson, Individually