PRA GROUP INC — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRA GROUP INC (PRAA)
CIK: 0001185348
Period of Report: 2016-02-29

Reporting Person: FREDRICKSON STEVEN D (Director, CEO, Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-29	3.00% Convertible Notes	$	P		Acquired	2020-08-01	Common Stock ()	Direct
2016-02-29	3.00% Convertible Notes	$	P		Acquired	2020-08-01	Common Stock ()	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	213977	Direct
Common Stock	100000	Indirect

Footnotes

F1: The Company's 3.00% Convertible Senior Notes due 2020 (the "Notes") were issued pursuant to an Indenture, dated August 13, 2013 (the "Indenture") between the Company and Wells Fargo Bank, National Association, as trustee. The Notes accrue interest at a rate of 3.00% per annum and mature on August 1, 2020. Upon conversion, the Notes may be settled, at the Company's option, in cash, shares of the Company's common stock, or any combination thereof.

F2: The conversion rate for the Notes is initially 15.2172 shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $65.72 per share of the Company's common stock, and is subject to adjustment in certain circumstances pursuant to the Indenture. Assuming the initial conversion rate, the Notes would be convertible up to 10,423 shares of the Company's common stock upon conversion.

F3: Face value of Notes purchased is $685,000.00. Notes purchased at a discount in the amount of $512,357.17. Assuming the initial conversion rate of 15.2172 shares per $1,000 principal amount of the Notes, the purchased Notes would be convertible up to approximately 10,423 shares of the Company's common stock upon conversion.

F4: Prior to February 1, 2020, the Notes will be convertible only upon the occurrence of specified events. On or after February 1, 2020, the Notes may be converted at any time.

F5: Face value of Notes purchased is $200,000.00. Notes purchased at a discount in the amount of $150,213.33. Assuming the initial conversion rate of 15.2172 shares per $1,000 principal amount of the Notes, the purchased Notes would be convertible up to approximately 3,043 shares of the Company's common stock upon conversion.