Enova International, Inc. — Director's Dealing 2021

Feb 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Enova International, Inc. (ENVA)
CIK: 0001529864
Period of Report: 2021-02-11

Reporting Person: Rahilly Sean (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-11	Common stock, par value $0.00001 per share	F	1072	$28.80	Disposed	80894	Direct
2021-02-12	Common stock, par value $0.00001 per share	F	784	$28.50	Disposed	80110	Direct
2021-02-13	Common stock, par value $0.00001 per share	F	628	$28.50	Disposed	79482	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-12	Stock Option (right to buy) with limited SAR	$28.601	M	50233	Disposed	2021-12-13	Common stock, par value $0.00001 per share (50233)	Direct

Footnotes

F1: This transaction represents the withholding by Enova International, Inc. ("Issuer") of Issuer's shares to pay taxes in connections with the vesting of restricted stock units on the Transaction Date. The timing and amount of the transaction were determined by the terms of the applicable restricted stock and were not within the control of the Reporting Person.

F2: Includes timed-based restricted stock units previously granted to the Reporting Person.

F3: The limited stock appreciation right ("SAR") and employee stock option were granted in tandem. Accordingly, the exercise of one results in the expiration of the other. The SAR may be exercised only during the period beginning on the first day following the date that a "Change in Control" of Issuer occurs (as defined in the related grant agreement) and ending on the thirtieth day following such date. Upon exercise, the grantee shall be able to receive an amount equal to the product computed by multiplying (i) the excess of the "Offer Value Per Share" over the exercise price of the underlying option by (ii) the number of shares with respect to which the SAR is being exercised; provided, that such amount shall only be payable in the event an "Offer" is made.

F4: The "Offer Value Per Share" means the average selling price of Issuer's common stock during the period of 30 days ending on the date on which the SAR is exercised. "Offer" means any tender offer or exchange offer for outstanding shares of Issuer representing at least 30% of the total voting power of the stock of Issuer, or an offer to purchase assets from Issuer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Issuer, other than an offer made by Issuer.

F5: The options vested in substantially equal one-third increments on each of the following dates as long as grantee served as an employee of Issuer or an affiliate thereof through the applicable vesting date: December 13, 2015, December 13, 2016 and December 13, 2017.