Sean Rahilly - May 10, 2022 Form 4 Insider Report for Enova International, Inc. (ENVA)

Role: General Counsel and Secretary
Signature: /s/ Sean Rahilly
Stock symbol: ENVA
Transactions as of: May 10, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/12/2022, 06:21 PM
Previous filing: Feb 15, 2022
Next filing: Aug 3, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ENVA	Non-Qualified Stock Option (right to buy) with limited SAR	Award	$0	+4.15K	+3.43%	$0.00	125K	May 10, 2022	Common stock, par value $0.00001 per share	4.15K	$32.64	Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	The options shall vest in substantially equal one-third increments on each of the following dates as long as grantee serves as an employee of Issuer or an affiliate thereof through the applicable vesting date: May 10, 2023, May 10, 2024 and May 10, 2025.