SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Leonard Beth Kieffer

(Last) (First) (Middle)
C/O JEFFERSON CAPITAL, INC.
600 SOUTH HIGHWAY 169, SUITE 1575

(Street)
MINNEAPOLIS MN 55426

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2025
3. Issuer Name and Ticker or Trading Symbol
Jefferson Capital, Inc. / DE [ JCAP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1) 15,479 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (2) 06/25/2035 Common Stock 41,406 $17.24(3) D
Explanation of Responses:
1. Includes (i) 7,739 shares of restricted common stock that are subject to forfeiture and vest as to 1/5th of the shares on November 6th of 2025, 2026, 2027, 2028 and 2029, and (ii) 7,740 shares of restricted common stock that are subject to forfeiture and vest as to 1/3rd of the shares on each anniversary for three years from the June 25, 2025 grant date, in each case, subject to continued service through the vest date.
2. The stock options vests as to 1/5th of the shares on November 6th of 2025, 2026, 2027, 2028 and 2029, subject to continued service through the vest date.
3. Determined based on the distribution threshold of certain Class B units, as adjusted for distributions paid per unit since grant date, that were cancelled in the Reorganization (described in the Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission on June 13, 2025) multiplied by the exchange ratio for the Reorganization.
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney
/s/ Matthew J. Pfohl, as Attorney-in-Fact, for Beth Keiffer Leonard 06/26/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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