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^*

PASCARELLA CARL

(Last)

(First)

(Middle)

C/O OPORTUN FINANCIAL CORPORATION

2 CIRCLE STAR WAY

(Street)

SAN CARLOS

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)
Common Stock	18,750	D

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 D-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	157,992	⁽¹⁾	I	See footnote.⁽⁵⁾
Series E-1 Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	84,336	⁽²⁾	I	See footnote.⁽⁵⁾
Series F Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	111,185	⁽³⁾	I	See footnote.⁽⁵⁾
Series G Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	135,342	⁽⁴⁾	I	See footnote.⁽⁵⁾
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	3,569	⁽⁶⁾	D
Stock Option (Right to Buy)	⁽⁷⁾	10/11/2021	Common Stock	7,272	26.4	D
Stock Option (Right to Buy)	⁽⁷⁾	10/11/2021	Common Stock	1,818	26.4	D
Stock Option (Right to Buy)	⁽⁷⁾	08/01/2022	Common Stock	8,522	1.32	D

Explanation of Responses:

1. Each share of Series D-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 Initial Public Offering ("IPO"), all shares of Series D-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 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.

3. 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.

4. 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.

5. The shares are held by TPG Progress L.P. Mr. Pascarella is an advisor for TPG Growth, an affiliate of TPG Progress L.P. The general partner of TPG Progress L.P. is Tarrant Advisors Inc. David Bonderman and James Coulter are the managing directors of Tarrant Advisors Inc. and may be deemed to share voting and dispositive power with respect to the shares held by TPG Progress L.P. Mr. Pascarella disclaims beneficial ownership of the shares held by TPG Progress L.P., except to the extent of any proportionate pecuniary interest therein.

6. 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.

7. The option is fully vested.

	/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).
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