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* STROHM DAVID N (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
Series B-1 Convertible Preferred Stock	(1)	(1)	Common Stock	109,222	(1)	I	See footnote.(7)
Series C-1 Convertible Preferred Stock	(2)	(2)	Common Stock	19,538	(2)	I	See Footnote.(7)
Series E-1 Convertible Preferred Stock	(3)	(3)	Common Stock	52,611	(3)	I	See footnote.(7)
Series F Convertible Preferred Stock	(4)	(4)	Common Stock	132,878	(4)	I	See footnote.(7)
Series F-1 Convertible Preferred Stock	(5)	(5)	Common Stock	163,311	(5)	I	See footnote.(7)
Series G Convertible Preferred Stock	(6)	(6)	Common Stock	33,277	(6)	I	See footnote.(7)
Restricted Stock Units	(8)	(8)	Common Stock	2,855	(8)	D

Explanation of Responses:

1. Each share of Series B-1 Preferred Stock is convertible into 1.1056056 shares of Common Stock and has no expiration date. Immediately upon the consummation of the Issuer's Initial Public Offering ("IPO"), all shares of Series B-1 Preferred Stock will convert to Common Stock, with all fractional shares to be converted to Common Stock on an aggregate basis.

2. Each share of Series C-1 Preferred Stock is convertible into 1.789396 shares of Common Stock and has no expiration date. Immediately upon the consummation of the Issuer's IPO, all shares of Series C-1 Preferred Stock will convert to Common Stock, with all fractional shares to be converted to Common Stock on an aggregate basis.

3. Each share of Series E-1 Preferred Stock is convertible into 1.9291389 shares of Common Stock and has no expiration date. Immediately upon the consummation of the Issuer's IPO, all shares of Series E-1 Preferred Stock will convert to Common Stock, with all fractional shares to be converted to Common Stock on an aggregate basis.

4. Each share of Series F Preferred Stock is convertible into 2.697117 shares of Common Stock and has no expiration date. Immediately upon the consummation of the Issuer's IPO, all shares of Series F Preferred Stock will convert to Common Stock, with all fractional shares to be converted to Common Stock on an aggregate basis.

5. Each share of Series F-1 Preferred Stock is convertible into 1 share of Common Stock and has no expiration date. Immediately upon the consummation of the Issuer IPO, all shares of Series F-1 Preferred Stock will convert to Common Stock, with all fractional shares to be converted to Common Stock on an aggregate basis.

6. Each share of Series G Preferred Stock is convertible into 1.48169754120 shares of Common Stock and has no expiration date. Immediately upon the consummation of the Issuer's IPO, all shares of Series G Preferred Stock will convert to Common Stock, with all fractional shares to be converted to Common Stock on an aggregate basis.

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

8. 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 IPO, 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.
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