UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________

SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
__________________


PRA Group, Inc.
(Name of Issuer)


Common Stock
(Title of Class of Securities)


69354N106
(CUSIP Number)


December 31, 2017
(Date of Event Which Requires Filing of this Statement)

__________________

Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

Rule 13d-1(b)
   
Rule 13d-1(c)
   
Rule 13d-1(d)

*           The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
CUSIP No.  69354N106
13G/A
Page 2 of 7 Pages
(1)
Names of Reporting Persons
 
Turtle Creek Asset Management Inc.
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
 
Canada
 
 
Number of
Shares
Beneficially
Owned
by Each
Reporting
Person With
(5)
Sole Voting Power
 
4,876,044(1)
(6)
Shared Voting Power
 
0
(7)
Sole Dispositive Power
 
4,876,044(1)
(8)
Shared Dispositive Power
 
0
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,876,044(1)
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
(11)
Percent of Class Represented by Amount in Row (9)
 
10.78% (2)
(12)
Type of Reporting Person (See Instructions)
 
FI
 
1
Includes 4,254,225 shares of common stock owned by Turtle Creek Equity Fund, for which Turtle Creek Asset Management Inc. acts as trustee and manager.
2
Based on 45,169,000 shares of common stock outstanding as of 9/30/17 as reported in the Issuer's 10-Q filed with the SEC. 
2

CUSIP No.  69354N106
13G/A
Page 3 of 7 Pages
(1)
Names of Reporting Persons
 
Turtle Creek Equity Fund
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
(3)
SEC Use Only
(4)
Citizenship or Place of Organization
 
Canada
 
 
Number of
Shares
Beneficially
Owned
by Each
Reporting
Person With
(5)
Sole Voting Power
 
0
(6)
Shared Voting Power
 
4,254,225
(7)
Sole Dispositive Power
 
0
(8)
Shared Dispositive Power
 
4,254,225
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,254,225
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
(11)
Percent of Class Represented by Amount in Row (9)
 
9.42% (1)
(12)
Type of Reporting Person (See Instructions)
 
OO
 
1  Based on 45,169,000 shares of common stock outstanding as of 9/30/17 as reported in the Issuer's 10-Q filed with the SEC. 
3

Item 1(a).
 
Name of Issuer
 
 
 
 
 
PRA Group, Inc.
 
 
 
Item 1(b).
 
Address of Issuer's Principal Executive Offices
 
 
 
 
 
120 Corporate Boulevard
 
 
Norfolk, Virginia 23502
 
 
 
Item 2(a).
 
Name of Person Filing
 
 
 
 
This Schedule 13G/A is being jointly filed by Turtle Creek Asset Management Inc. ("Turtle Creek") and Turtle Creek Equity Fund ("TCEF" and, together with Turtle Creek, the "Reporting Persons") with respect to shares of Common Stock of PRA Group, Inc. 
         
    Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
      
   
Each Peporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
 
 
Item 2(b).
 
Address of Principal Business Office or, if None, Residence
 
 
 
    The address of the principal office of each Reporting Person is:
      
 
 
4 King Street West, Suite 1300
 
 
Toronto, Ontario M5H 1B6 Canada
 
 
 
Item 2(c).
 
Citizenship
 
 
 
 
 
Canada
 
 
 
Item 2(d).
 
Title of Class of Securities
 
 
 
 
 
Common Stock
 
 
 
Item 2(e).
 
CUSIP Number
 
 
 
 
 
69354N106
 
 
 
Item 3.
 
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
 
 
 
(a)
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
 
 
(b)
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
(c)
Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d) 
Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
(e)
An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);
 
 
(f)
An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);
 
 
(g)
A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);
 
4

 
 
(h)
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
 
(j)
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
 
 
(k) 
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
 
 
 
 
 
If filing in accordance with  Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:  N/A
 
 
 
Item 4(a).
 
Amount Beneficially Owned
 
 
 
 
 
See Item 9 on the cover pages hereto. 
 
 
 
Item 4(b).
 
Percent of Class
 
 
 
 
 
See Item 11 on the cover pages hereto. 
 
 
 
Item 4(c).
 
Number of shares as to which each Reporting Person has:
 
 
 
 
 
(i)
sole power to vote or direct the vote:
 
 
 
 
 
 
 
See Item 5 on the cover pages hereto. 
 
 
 
 
 
 
(ii) 
shared power to vote or direct the vote:
 
 
 
 
 
 
 
See Item 6 on the cover pages hereto. 
 
 
 
 
 
 
(iii) 
sole power to dispose or to direct the disposition:
 
 
 
 
 
 
 
See Item 7 on the cover pages hereto. 
 
 
 
 
 
 
(iv)
shared power to dispose or to direct the disposition:
 
 
 
 
 
 
 
See Item 8 on the cover pages hereto. 
 
 
 
 
Item 5.
 
Ownership of Five Percent or Less of a Class
 
5

 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .  N/A
 
 
Item 6.
 
Ownership of More Than Five Percent on Behalf of Another Person
 
 
 
 
 
Not applicable.
 
 
 
Item 7.
 
The Security Being Reported on By the Parent Holding Company
 
 
 
 
 
Not applicable.
 
 
 
Item 8.
 
Identification and Classification of Members of the Group
 
 
 
 
Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
 
 
Item 9.
 
Notice of Dissolution of Group
 
 
 
 
 
Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
 
 
  
Item 10.
 
Certification
 
 
 
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisors is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
 
6

SIGNATURE


After reasonable inquiry and to the best of the signatory's knowledge and belief, the signatory certifies that the information set forth in this statement is true, complete and correct.


Dated: February 9, 2018
 
TURTLE CREEK ASSET MANAGEMENT INC.
 
 
         
 
      
 
By:  /s/ Jeffrey Cole                                     
 
 
Name:  Jeffrey Cole
 
 
Title:  Managing Partner
 
    
  
    
 
TURTLE CREEK EQUITY FUND
      
  By:  Turtle Creek Asset Management, Inc.,
    investment adviser 
 

 
By:  /s/ Jeffrey Cole                                     
 
 
Name:  Jeffrey Cole
 
 
Title:  Managing Partner
 
    
 
 
7

 
EXHIBIT INDEX
 
 
Exhibit
Description of Exhibit  
 
 
    
    
 
 
99.1
Joint Filing Agreement
 
 
Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of PRA Group, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 9, 2018.
 

 
TURTLE CREEK ASSET MANAGEMENT INC.
 
 
         
 
      
 
By:  /s/ Jeffrey Cole                                     
 
 
Name:  Jeffrey Cole
 
 
Title:  Managing Partner
 
    
  
    
 
TURTLE CREEK EQUITY FUND
      
  By:  Turtle Creek Asset Management, Inc.,
    investment adviser 
 

 
By:  /s/ Jeffrey Cole                                     
 
 
Name:  Jeffrey Cole
 
 
Title:  Managing Partner