SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

OPORTUN FINANCIAL CORPORATION

(Name of issuer)

Common Stock, $0.0001 par value per share

(Title of class of securities)

68376D104

(CUSIP number)

December 31, 2020

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this 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).

 

 

 


SCHEDULE 13G

 

CUSIP No. 68376D104   Page 2 of 11 Pages

 

  (1)    

Names of reporting persons

 

  Greylock XII Limited Partnership

  (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

 

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

   (5)     

  Sole voting power

 

  0

   (6)   

  Shared voting power

 

  2,596,243 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  2,596,243 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  2,596,243 (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)

 

  9.40% (2)

(12)  

  Type of reporting person (see instructions)

 

  PN

 

(1)

Represents 2,596,243 shares of Common Stock held directly by Greylock XII Limited Partnership.

(2)

The percent of class was calculated based on 27,607,142 shares of Common Stock outstanding as of November 5, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 12, 2020).


SCHEDULE 13G

 

CUSIP No. 68376D104   Page 3 of 11 Pages

 

  (1)    

Names of reporting persons

 

  Greylock XII-A Limited Partnership

  (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

 

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

   (5)     

  Sole voting power

 

  0

   (6)   

  Shared voting power

 

  288,465 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  288,465 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  288,465 (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)

 

  1.04% (2)

(12)  

  Type of reporting person (see instructions)

 

  PN

 

(1)

Represents 288,465 shares of Common Stock held directly by Greylock XII-A Limited Partnership.

(2)

The percent of class was calculated based on 27,607,142 shares of Common Stock outstanding as of November 5, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 12, 2020).


SCHEDULE 13G

 

CUSIP No. 68376D104   Page 4 of 11 Pages

 

  (1)    

Names of reporting persons

 

  Greylock XII GP LLC

  (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

 

  Delaware

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

   (5)     

  Sole voting power

 

  0

   (6)   

  Shared voting power

 

  2,884,708 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  2,884,708 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  2,884,708 (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)

 

  10.45% (2)

(12)  

  Type of reporting person (see instructions)

 

  PN

 

(1)

Represents 2,596,243 shares of Common Stock held directly by Greylock XII Limited Partnership and 288,465 shares of Common Stock held directly by Greylock XII-A Limited Partnership. Greylock XII GP LLC is the general partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership, and may be deemed to beneficially own the shares of stock held directly by Greylock XII Limited Partnership and Greylock XII-A Limited Partnership.

(2)

The percent of class was calculated based on 27,607,142 shares of Common Stock outstanding as of November 5, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 12, 2020).


SCHEDULE 13G

 

CUSIP No. 68376D104   Page 5 of 11 Pages

 

  (1)    

Names of reporting persons

 

  William W. Helman

  (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

 

  United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

   (5)     

  Sole voting power

 

  0

   (6)   

  Shared voting power

 

  2,884,708 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  2,884,708 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  2,884,708 (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)

 

  10.45% (2)

(12)  

  Type of reporting person (see instructions)

 

  IN

 

(1)

Represents 2,596,243 shares of Common Stock held directly by Greylock XII Limited Partnership and 288,465 shares of Common Stock held directly by Greylock XII-A Limited Partnership. Greylock XII GP LLC is the general partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership, and may be deemed to beneficially own the shares of stock held directly by Greylock XII Limited Partnership and Greylock XII-A Limited Partnership. Mr. Helman, as a managing member of Greylock XII GP LLC, may be deemed to beneficially own the shares of stock held directly by Greylock XII Limited Partnership and Greylock XII-A Limited Partnership.

(2)

The percent of class was calculated based on 27,607,142 shares of Common Stock outstanding as of November 5, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 12, 2020).


SCHEDULE 13G

 

CUSIP No. 68376D104   Page 6 of 11 Pages

 

  (1)    

Names of reporting persons

 

  Aneel Bhusri

  (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

 

  United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

   (5)     

  Sole voting power

 

  0

   (6)   

  Shared voting power

 

  2,884,708 (1)

   (7)   

  Sole dispositive power

 

  0

   (8)   

  Shared dispositive power

 

  2,884,708 (1)

  (9)    

  Aggregate amount beneficially owned by each reporting person

 

  2,884,708 (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)

 

  10.45% (2)

(12)  

  Type of reporting person (see instructions)

 

  IN

 

(1)

Represents 2,596,243 shares of Common Stock held directly by Greylock XII Limited Partnership and 288,465 shares of Common Stock held directly by Greylock XII-A Limited Partnership. Greylock XII GP LLC is the general partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership, and may be deemed to beneficially own the shares of stock held directly by Greylock XII Limited Partnership and Greylock XII-A Limited Partnership. Mr. Bhusri, as a managing member of Greylock XII GP LLC may be deemed to beneficially own the shares of stock held directly by Greylock XII Limited Partnership and Greylock XII-A Limited Partnership.

(2)

The percent of class was calculated based on 27,607,142 shares of Common Stock outstanding as of November 5, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 12, 2020).


SCHEDULE 13G

 

CUSIP No. 68376D104   Page 7 of 11 Pages

 

Item 1(a)

Name of Issuer:

Oportun Financial Corporation

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

2 Circle Star Way

San Carlos, CA 94070

 

Item 2(a)

Name of Person Filing:

The reporting persons are:

(i) Greylock XII Limited Partnership;

(ii) Greylock XII-A Limited Partnership;

(iii) Greylock XII GP LLC, the General Partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership;

(iv) William W. Helman, a managing member of Greylock XII GP LLC; and

(v) Aneel Bhusri, a managing member of Greylock XII GP LLC.

 

Item 2(b)

Address of Principal Business Office or, if None, Residence:

The address of each of the reporting persons is:

2550 Sand Hill Road, Suite 200

Menlo Park, CA 94025

 

Item 2(c)

Citizenship:

(i) Greylock XII Limited Partnership, a Delaware limited partnership;

(ii) Greylock XII-A Limited Partnership, a Delaware limited partnership;

(iii) Greylock XII GP LLC, a Delaware limited liability company;

(iv) William W. Helman, a U.S. citizen; and

(v) Aneel Bhusri, a U.S. citizen.

 

Item 2(d)

Title of Class of Securities:

This Schedule 13G report relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Oportun Financial Corporation.

 

Item 2(e)

CUSIP Number:

68376D104

 

Item 3

Description of Person Filing:

Not applicable.


SCHEDULE 13G

 

CUSIP No. 68376D104   Page 8 of 11 Pages

 

Item 4

Ownership:

(a) and (b) Amount Beneficially Owned:

 

  (i)

Greylock XII Limited Partnership directly owns 2,596,243 shares of Common Stock, which represents approximately 9.40% of the outstanding shares of Common Stock.

 

  (ii)

Greylock XII-A Limited Partnership directly owns 288,465 shares of Common Stock which represents approximately 1.04% of the outstanding shares of Common Stock.

 

  (iii)

Greylock XII GP LLC is the general partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership, and may be deemed to beneficially own 2,596,243 shares of Common Stock held directly by Greylock XII Limited Partnership and 288,465 shares of Common Stock held directly by Greylock XII-A Limited Partnership which represents approximately 10.45% of the outstanding shares of Common Stock.

 

  (iv)

Mr. Helman, as a managing member of Greylock XII GP LLC may be deemed to beneficially own the 2,596,243 shares of Common Stock held directly by Greylock XII Limited Partnership and 288,465 shares of Common Stock held directly by Greylock XII-A Limited Partnership which represents approximately 10.45% of the outstanding shares of Common Stock.

 

  (v)

Mr. Bhusri, as a managing member of Greylock XII GP LLC may be deemed to beneficially own the 2,596,243 shares of Common Stock held directly by Greylock XII Limited Partnership and 288,465 shares of Common Stock held directly by Greylock XII-A Limited Partnership which represents approximately 10.45% of the outstanding shares of Common Stock.

(c) Number of Shares as to which the Person has:

 

     NUMBER OF SHARES OF COMMON STOCK  
Reporting Person    (i)      (ii)      (iii)      (iv)  

Greylock XII Limited Partnership

     0        2,596,243        0        2,596,243  

Greylock XII-A Limited Partnership

     0        288,465        0        288,465  

Greylock XII GP LLC

     0        2,884,708        0        2,884,708  

William W. Helman

     0        2,884,708        0        2,884,708  

Aneel Bhusri

     0        2,884,708        0        2,884,708  

 

(i)

Sole power to vote or direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

Percentages calculated based on 27,607,142 shares of Common Stock outstanding as of November 5, 2020 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 12, 2020).


SCHEDULE 13G

 

CUSIP No. 68376D104   Page 9 of 11 Pages

 

Item 5

Ownership of Five Percent or Less of a Class:

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 ☐

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

 

Item 8

Identification and Classification of Members of the Group:

Each of the reporting persons expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J).

 

Item 9

Notice of Dissolution of Group:

Not applicable.

 

Item 10

Certification:

Not applicable.

This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).


SCHEDULE 13G

 

CUSIP No. 68376D104   Page 10 of 11 Pages

 

SIGNATURE

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

DATED: February 12, 2021.

 

GREYLOCK XII LIMITED PARTNERSHIP

By:

 

Greylock XII GP LLC

General Partner

 

By:

 

/s/ Aneel Bhusri

   

Aneel Bhusri, Managing Member

 

By:

 

/s/ William W. Helman

   

William W. Helman, Managing Member

 

By:

 

/s/ Donald A. Sullivan

   

Donald A. Sullivan, Administrative Member

 

GREYLOCK XII-A LIMITED PARTNERSHIP

By:

 

Greylock XII GP LLC

General Partner

 

By:

 

/s/ Aneel Bhusri

   

Aneel Bhusri, Managing Member

 

By:

 

/s/ William W. Helman

   

William W. Helman, Managing Member

 

By:

 

/s/ Donald A. Sullivan

   

Donald A. Sullivan, Administrative Member


GREYLOCK XII GP LLC

      

By:

 

/s/ Aneel Bhusri

   

Aneel Bhusri, Managing Member

 

By:

 

/s/ William W. Helman

   

William W. Helman, Managing Member

 

By:

 

/s/ Donald A. Sullivan

   

Donald A. Sullivan, Administrative Member

 

/s/ William W. Helman

William W. Helman

/s/ Aneel Bhusri

Aneel Bhusri

/s/ Donald A. Sullivan

Donald A. Sullivan

EX-99.1

SCHEDULE 13G

Exhibit I

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Oportun Financial Corporation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED as of this 12th day of February, 2021.

 

GREYLOCK XII LIMITED PARTNERSHIP

By:

 

Greylock XII GP LLC

General Partner

 

By:

 

/s/ Aneel Bhusri

   

Aneel Bhusri, Managing Member

 

By:

 

/s/ William W. Helman

   

William W. Helman, Managing Member

 

By:

 

/s/ Donald A. Sullivan

   

Donald A. Sullivan, Administrative Member

 

GREYLOCK XII-A LIMITED PARTNERSHIP

By:

 

Greylock XII GP LLC

General Partner

 

By:

 

/s/ Aneel Bhusri

   

Aneel Bhusri, Managing Member

 

By:

 

/s/ William W. Helman

   

William W. Helman, Managing Member

 

By:

 

/s/ Donald A. Sullivan

   

Donald A. Sullivan, Administrative Member


GREYLOCK XII GP LLC

      

By:

 

/s/ Aneel Bhusri

   

Aneel Bhusri, Managing Member

 

By:

 

/s/ William W. Helman

   

William W. Helman, Managing Member

 

By:

 

/s/ Donald A. Sullivan

   

Donald A. Sullivan, Administrative Member

 

/s/ William W. Helman

William W. Helman

/s/ Aneel Bhusri

Aneel Bhusri

/s/ Donald A. Sullivan

Donald A. Sullivan