Sec Form 13D Filing - The Donald A. Foss 2009 Remainder Trust filing for Credit Acceptance Corporation (CACC) - 2024-12-06

The principal office of the Trusts is 101 W 14 Mile Road, Madison Heights, MI 48071. Mr. Apple's address is 6657 Camarillo Terrace Ln, Del Rey Beach, FL 33446.

Mr. Apple is principally responsible as trustee of the Trusts but it otherwise retired from his professional duties.

During the last five (5) years, none of the Trusts nor Mr. Apple has been a convicted in a criminal proceeding.

During the last five (5) years, none of the Trusts nor Mr. Apple has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Each of the Trusts are established under the laws of the State of Michigan. Mr. Apple is a citizen of the United States of America.

Not applicable.

This Schedule 13D is being filed to report a change in the shares beneficially owned by the Reporting Persons. The Reporting Persons intend to evaluate on an ongoing basis the investments in the Issuer and their options with respect to such investments. The Reporting Persons may from time to time, acquire additional common stock from time to time for investment purposes if market conditions are favorable, in the open market, in privately negotiated transactions or otherwise. The Reporting Persons may also dispose of some or all of the Issuer's common stock that the Reporting Persons beneficially own, periodically, by public or private sale (registered or unregistered and with or without the simultaneous sale of newly-issued common stock by the Issuer), gift, expiration of options, forfeiture of restricted shares or otherwise, including, without limitation, sales of common stock pursuant to Rule 144 under the Securities Act of 1933, as amended, or otherwise. The Reporting Persons reserve the right not to acquire common stock at any given time and not to dispose of all or part of common stock the Reporting Persons may own at any given time if they determine such acquisition or disposal is not in their best interests at the time in question.Other than as described above, the Reporting Persons do not have any current plans or proposals which relate to, or would result in, (a) any acquisition or disposition of securities of the Issuer, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board, (e) any material change in the Issuer's present capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's articles of incorporation or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of the Issuer's equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to those enumerated above.

The Donald A. Foss 2009 Remainder Trust directly holds 796,323 shares, which represents 6.6% of the common stock of the Issuer; the Donald A. Foss 2010 Remainder Trust directly holds 493,319 shares, which represents 4.1% of the common stock of the Issuer; the Donald A. Foss 2010 Remainder Trust #2 directly holds 8,826 shares, which represents 0.1% of common stock of the Issuer; the Donald A. Foss 2011 Remainder Trust FBO Robert S. Foss and Descendants holds 85,979 shares, which represents 0.7% of common stock of the Issuer; and the Marital Trust U/A Donald A. Foss Trust January 16, 1981 directly holds 1,030,297 shares, which represents 8.5% of common stock of the Issuer. Mr. Apple beneficially owns an aggregate of 2,414,744 shares, which represents 19.9% of common stock of the Issuer by virtue of his capacity as trustee/co-trustee of the Trusts.

Mr. Apple has sole voting power over 94,805 shares of common stock of the Issuer, and shared voting power with the co-trustee of the Donald A. Foss 2009 Remainder Trust and Donald A. Foss 2010 Remainder Trust over 1,289,642 shares of common stock of the Issuer. Further, Mr. Apple shares voting and dispositive power with the co-trustees over the Marital Trust U/A Donald A. Foss Trust January 16, 1981 over 1,030,297 shares of common stock of the Issuer. Lastly, Mr. Apple has sole dispositive power over 1,384,447 shares of common stock of the Issuer.

Commencing July 19, 2024, the Marital Trust U/A Donald A. Foss Trust January 16, 1981 began disposing of shares in the open market pursuant to their Form 144s filed with the SEC. As of the date of this filing on Schedule 13D, pursuant to the Form 144s, the Marital Trust U/A Donald A. Foss Trust has disposed of 122,500 shares at prices ranging from the average daily price of $417.56 per share to $582.63 per share, inclusive. None of the other Trusts effected any transactions in shares of common stock of the Issuer during the past 60 days.

Not applicable.

Not applicable.

The shares of common stock in the Marital Trust U/A Donald A. Foss Trust January 16, 1981 are subject to the terms of a shareholder agreement, entered into by Mr. Foss on January 3, 2017. Under the terms of that agreement, which continue to be applicable to the trustees of the Marital Trust U/A Donald A. Foss Trust January 16, 1981 following Mr. Foss's death on August 14, 2022, the shares in the trust are to be voted in accordance with the recommendation of the Issuer's Board of Directors with respect to election and removal of directors, certain routine matters and any other proposal to be submitted to the Issuer's shareholders with respect to any extraordinary transaction providing for the acquisition of all of the Issuer's outstanding common stock until the final adjournment of the tenth annual meeting of shareholders held by the Issuer after the date of the shareholder agreement.

Joint Filing Agreement (included as Exhibit A below)Shareholder Agreement, dated as of January 3, 2017, between the Issuer and Donald A. Foss (incorporated by reference to Exhibit 10.18 to the Issuer's Current Report on Form 8-K filed January 4, 2017).Amendment to Shareholder Agreement dated September 15, 2017, between the Issuer and Donald A. Foss (incorporated by reference to Exhibit 10.19 to the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017).Amendment to Shareholder Agreement dated November 29, 2017, between the Issuer and Donald A. Foss (incorporated by reference to Exhibit 10.12 to the Issuer's Annual Report on Form 10-K for the period ended December 31, 2017).