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*
Williams R Neil

(Last) (First) (Middle)
C/O OPORTUN FINANCIAL CORPORATION
2 CIRCLE STAR WAY

(Street)
SAN CARLOS CA 94070

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2019
3. Issuer Name and Ticker or Trading Symbol
Oportun Financial Corp [ OPRT ]
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)
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) (1) 11/28/2027 Common Stock 18,181 24.86 D
Restricted Stock Units (Right to Buy) (2) (2) Common Stock 2,855 (2) D
Explanation of Responses:
1. Twenty-five percent (25%) of the stock option vested on November 5, 2018 and the balance vests monthly over thirty-six (36) equal monthly installments thereafter provided that the Reporting Person remains in continuous service on each vesting date. The option is early exercisable.
2. The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest quarterly over one (1) year from June 6, 2019, provided that the Reporting Person remains in continuous service to the Issuer on each vesting date (the "Service and Vesting Requirement"). In addition to the Service and Vesting Requirement, the shares will only vest upon (i) change in control of the Issuer or (ii) the first trading date following the expiration of the lock-up period applicable in connection with the Issuer's Initial Public Offering of Common Stock, whichever occurs first.
/s/ Kathleen Layton (Attorney-in-Fact) 09/25/2019
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

    Know  all  by  these  presents  that  the undersigned hereby constitutes and
appoints  each  of  Jonathan Coblentz, Joan Aristei and Kathleen Layton, signing
individually, the undersigned's true and lawful attorneys-in-fact and agents to:

    (1)  prepare,  execute  in  the  undersigned's name and on the undersigned's
behalf,  and submit to the U.S. Securities and Exchange Commission (the "SEC") a
Form  ID,  including  amendments  thereto,  and any other documents necessary or
appropriate  to  obtain  codes  and  passwords  enabling the undersigned to make
electronic  filings  with  the  SEC  of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;

    (2)  execute  for  and on behalf of the undersigned, an officer, director or
holder  of  10% of more of a registered class of securities of Oportun Financial
Corporation  (the  "COMPANY"), Forms 3, 4 and 5 in accordance with Section 16(a)
of  the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the
rules thereunder, and any other forms or reports the undersigned may be required
to  file  in  connection  with  the  undersigned's  ownership,  acquisition,  or
disposition of securities of the Company;

    (3)  do  and  perform  any and all acts for and on behalf of the undersigned
that  may be necessary or desirable to complete and execute such Form 3, 4 or 5,
or  other  form  or  report,  complete  and  execute any amendment or amendments
thereto,  and  timely  file  such  forms  or  amendments  with the United States
Securities  and Exchange Commission and any stock exchange or similar authority;
and

    (4)  take  any  other action of any nature whatsoever in connection with the
foregoing  which, in the opinion of such attorney-in-fact, may be of benefit, in
the  best  interest  of,  or  legally  required  by,  the  undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant  to this Power of Attorney shall be in such form and shall
contain  such  terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

    The  undersigned  hereby grants to each such attorney-in-fact full power and
authority  to  do  and perform any and every act and thing whatsoever requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could  do  if personally present, with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute  or substitutes, shall lawfully do or cause to be
done  by  virtue  of  this  power  of  attorney and the rights and powers herein
granted.  The  undersigned acknowledges that the foregoing attorneys-in-fact, in
serving  in  such  capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

    This  Power  of  Attorney  shall  remain  in full force and effect until the
earliest  to occur of (a) the undersigned is no longer required to file Forms 3,
4  and  5  with  respect  to  the  undersigned's holdings of and transactions in
securities  issued by the Company, (b) revocation by the undersigned in a signed
writing  delivered  to  the  foregoing  attorneys-in-fact,  or  (c)  as  to  any
attorney-in-fact  individually,  until  such attorney-in-fact shall no longer be
employed by the Company or Cooley LLP, as the case may be.

    IN  WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 19th day of August, 2019.

                                                     /s/ R. Neil Williams
                                                     ---------------------------
                                                     R. Neil Williams