Sec Form 4 Filing - OROS JOHN J @ ENCORE CAPITAL GROUP INC - 2012-02-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
OROS JOHN J
2. Issuer Name and Ticker or Trading Symbol
ENCORE CAPITAL GROUP INC [ ECPG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3111 CAMINO DEL RIO NORTH, SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2012
(Street)
SAN DIEGO, CA92108
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/07/2012 J( 1 ) 22,811 D 0 D
Common Stock 02/07/2012 J( 1 ) 22,811 A 22,811 I By Affiliation ( 2 )
Common Stock 361,315 I By Limited Partnership ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OROS JOHN J
3111 CAMINO DEL RIO NORTH, SUITE 1300
SAN DIEGO, CA92108
X
Signatures
/s/ Carrie Darling, Attorney-in-Fact for John J. Oros 02/09/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares represent RSUs that were granted to the Reporting Person as compensation for his service as a director of the Company. Pursuant to the Reporting Person's deferral election, the shares underlying the RSUs were paid upon the effective date of the Reporting Person's resignation as a director of the Company. The request for the release and issuance of shares was initiated on February 7, 2012 and finalized on February 8, 2012. As a managing director of J.C. Flowers & Co. UK Ltd. ("JCF Ltd."), an affiliate of J.C. Flowers & Co. LLC ("JCF LLC"), the Reporting Person is party to an assignment agreement pursuant to which he was required to transfer, and did so transfer, such shares to JCF LLC upon payment thereof.
( 2 )Reflects shares of Encore's common stock held by JCF LLC as a result of a transfer from the Reporting Person. The Reporting Person is a managing director of JCF Ltd., an affiliate of JCF LLC, and through this pecuniary interest in an affiliate of JCF LLC, the Reporting Person may be deemed to be the beneficial owner of these shares. The Reporting Person disclaims beneficial ownership of these shares in excess of his pecuniary interest therein.
( 3 )Reflects shares of Encore's common stock held by JCF FPK I LP ("JCF FPK"), an affiliate of JCF LLC and JCF Ltd. The Reporting Person is a limited partner of JCF FPK and a managing director of JCF Ltd., an affiliate of investment advisor JCF LLC, and through this pecuniary interest, the Reporting Person may be deemed to be the beneficial owner of these shares. The Reporting Person disclaims beneficial ownership of these shares in excess of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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