SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STROHM DAVID N

(Last)

(First)

(Middle)

C/O OPORTUN FINANCIAL CORPORATION

2 CIRCLE STAR WAY

(Street)

SAN CARLOS

94070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Oportun Financial Corp [ OPRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2019		C		109,222	A	⁽¹⁾	109,222	I	See footnote⁽²⁾
Common Stock	09/30/2019		C		19,538	A	⁽³⁾	128,760	I	See footnote⁽²⁾
Common Stock	09/30/2019		C		52,611	A	⁽⁴⁾	181,371	I	See footnote⁽²⁾
Common Stock	09/30/2019		C		132,878	A	⁽⁵⁾	314,249	I	See footnote⁽²⁾
Common Stock	09/30/2019		C		163,311	A	⁽⁶⁾	477,560	I	See footnote⁽²⁾
Common Stock	09/30/2019		C		33,277	A	⁽⁷⁾	510,839⁽⁸⁾	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B-1 Convertible Preferred Stock	⁽¹⁾	09/30/2019		C			98,790	⁽¹⁾	⁽¹⁾	Common Stock	109,222	$0	0	I	See footnote⁽²⁾
Series C-1 Convertible Preferred Stock	⁽³⁾	09/30/2019		C			10,919	⁽³⁾	⁽³⁾	Common Stock	19,538	$0	0	I	See footnote⁽²⁾
Series E-1 Convertible Preferred Stock	⁽⁴⁾	09/30/2019		C			27,272	⁽⁴⁾	⁽⁴⁾	Common Stock	52,611	$0	0	I	See footnote⁽²⁾
Series F Convertible Preferred Stock	⁽⁵⁾	09/30/2019		C			49,267	⁽⁵⁾	⁽⁵⁾	Common Stock	132,878	$0	0	I	See footnote⁽²⁾
Series F-1 Convertible Preferred Stock	⁽⁶⁾	09/30/2019		C			163,311	⁽⁶⁾	⁽⁶⁾	Common Stock	163,311	$0	0	I	See footnote⁽²⁾
Series G Convertible Preferred Stock	⁽⁷⁾	09/30/2019		C			22,459	⁽⁷⁾	⁽⁷⁾	Common Stock	33,277	$0	0	I	See footnote⁽²⁾

Explanation of Responses:

1. Each share of Series B-1 Convertible Preferred Stock ("Series B-1") had no expiration date and converted into 1.1056056 shares of Common Stock immediately upon the consummation of the Issuer's Initial Public Offering ("IPO") with all fractional shares converting into Common Stock on an aggregate basis.

2. The shares are held by Mapache Investments L.P. Mr. Strohm is the General Partner of Mapache Investments, L.P. and has voting and investment control over these shares.

3. Each share of Series C-1 Convertible Preferred Stock ("Series C-1") had no expiration date and converted into I.789396 shares of Common Stock immediately upon the consummation of the Issuer's IPO with all fractional shares converting into Common Stock on an aggregate basis.

4. Each share of Series E-1 Convertible Preferred Stock ("Series E-1") had no expiration date and converted into 1.9291389 shares of Common Stock immediately upon the consummation of the Issuer's IPO with all fractional shares converting into Common Stock on an aggregate basis.

5. Each share of Series F Convertible Preferred Stock ("Series F") had no expiration date and converted into 2.697117 shares of Common Stock immediately upon the consummation of the Issuer's IPO with all fractional shares being converting into Common Stock on an aggregate basis.

6. Each share of Series F-1 Convertible Preferred Stock ("Series F-1") had no expiration date and converted into 1 shares of Common Stock immediately upon the consummation of the Issuer's IPO with all fractional shares converting into Common Stock on an aggregate basis.

7. Each share of Series G Convertible Preferred Stock ("Series G") had no expiration date and converted into l.48169754120 shares of Common Stock immediately upon the consummation of the Issuer's IPO with all fractional shares converting into Common Stock on an aggregate basis.

8. Includes two (2) shares of Common Stock that comprise the fractional shares of the Series B-1, Series C-1, Series E-1, Series F, Series F-1 and Series G that converted to Common Stock on an aggregate basis.

	/s/ Kathleen Layton (Attorney-in-Fact)	09/30/2019
	** Signature of Reporting Person	Date
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