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^*

Madrone Partners, L.P.

(Last)

(First)

(Middle)

1149 CHESTNUT STREET, SUITE 200

(Street)

MENLO PARK

94025

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	93,121⁽¹⁾⁽⁸⁾	⁽¹⁾	D
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	42,666⁽²⁾⁽⁸⁾	⁽²⁾	D
Series D-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	638,279⁽³⁾⁽⁸⁾	⁽³⁾	D
Series E-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	78,546⁽⁴⁾⁽⁸⁾	⁽⁴⁾	D
Series F Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	542,457⁽⁵⁾⁽⁸⁾	⁽⁵⁾	D
Series F-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	2,281,292⁽⁶⁾⁽⁸⁾	⁽⁶⁾	D
Series G Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	409,504⁽⁷⁾⁽⁸⁾	⁽⁷⁾	D

1. Name and Address of Reporting Person^*

Madrone Partners, L.P.

(Last)

(First)

(Middle)

1149 CHESTNUT STREET, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MADRONE CAPITAL PARTNERS, LLC

(Last)

(First)

(Middle)

1149 CHESTNUT STREET, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of the issuer's Series B-1 Preferred Stock will automatically convert into .1056056 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. All shares of the issuer's Common Stock (including fractions thereof) issuable upon conversion of more than one share of the issuer's Preferred Stock by a holder thereof shall be aggregated. No fractional share shall be issued upon this conversion.

2. Each share of the issuer's Series C-1 Preferred Stock will automatically convert into 1.789396 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. All shares of the issuer's Common Stock (including fractions thereof) issuable upon conversion of more than one share of the issuer's Preferred Stock by a holder thereof shall be aggregated. No fractional share shall be issued upon this conversion.

3. Each share of the issuer's Series D-1 Preferred Stock will automatically convert into 1.789396 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. All shares of the issuer's Common Stock (including fractions thereof) issuable upon conversion of more than one share of the issuer's Preferred Stock by a holder thereof shall be aggregated. No fractional share shall be issued upon this conversion.

4. Each share of the issuer's Series E-1 Preferred Stock will automatically convert into 1.9291389 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. All shares of the issuer's Common Stock (including fractions thereof) issuable upon conversion of more than one share of the issuer's Preferred Stock by a holder thereof shall be aggregated. No fractional share shall be issued upon this conversion.

5. Each share of the issuer's Series F Preferred Stock will automatically convert into 2.697117 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. All shares of the issuer's Common Stock (including fractions thereof) issuable upon conversion of more than one share of the issuer's Preferred Stock by a holder thereof shall be aggregated. No fractional share shall be issued upon this conversion.

6. Each share of the issuer's Series F-1 Preferred Stock will automatically convert into 1 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. All shares of the issuer's Common Stock (including fractions thereof) issuable upon conversion of more than one share of the issuer's Preferred Stock by a holder thereof shall be aggregated. No fractional share shall be issued upon this conversion.

7. Each share of the issuer's Series G Preferred Stock will automatically convert into 1.48169754117647 shares of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date. All shares of the issuer's Common Stock (including fractions thereof) issuable upon conversion of more than one share of the issuer's Preferred Stock by a holder thereof shall be aggregated. No fractional share shall be issued upon this conversion.

8. The shares are held by Madrone Partners, L.P. Madrone Capital Partners, LLC ("MCP") is the general partner of Madrone Partners, L.P. and may be deemed to have voting and dispositive power over the shares held by Madrone Partners, L.P. MCP disclaims beneficial ownership over the shares held by Madrone Partners, L.P. except to the extent of its pecuniary interest therein.

	Madrone Partners, L.P. By: Madrone Capital Partners, LLC Its: General Partner By: /s/ Thomas Patterson, Manager	09/25/2019
	Madrone Capital Partners, LLC By: /s/ Thomas Patterson, Manager	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).
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