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^*

Needham David Anthony

(Last)

(First)

(Middle)

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)

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

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)
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)
Stock Option (Right to Buy)	⁽¹⁾	09/26/2022	Common Stock	40,418	1.32	D
Stock Option (Right to Buy)	⁽¹⁾	07/24/2023	Common Stock	22,727	4.4	D
Stock Option (Right to Buy)	⁽¹⁾	09/28/2024	Common Stock	22,727	10.23	D
Stock Option (Right to Buy)	⁽²⁾	03/29/2026	Common Stock	40,908	19.36	D
Stock Option (Right to Buy)	⁽³⁾	11/29/2026	Common Stock	13,636	19.69	D
Stock Option (Right to Buy)	⁽⁴⁾	03/02/2027	Common Stock	4,545	20.68	D
Stock Option (Right to Buy)	⁽⁵⁾	06/27/2029	Common Stock	35,137	18.04	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	5,454	⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	1,818	⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	23,482	⁽⁸⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	17,848	⁽⁹⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	15,545	⁽¹⁰⁾	D

Explanation of Responses:

1. The option is fully vested.

2. Twenty-five percent (25%) of the option shares vested on March 30, 2017 and the balance vests monthly over thirty-six (36) months subject to the Reporting Person's Continuous Service to the Issuer through each vesting period. The option is early exercisable.

3. Twenty-five percent (25%) of the option shares vested on November 30,2017 and the balance vests monthly over thirty-six (36) months subject to the Reporting Person's Continuous Service to the Issuer through each vesting period. The option is early exercisable.

4. Twenty-five per cent (25%) of the option shares vested on March 3, 2018 and the balance vests monthly over thirty-six (36) months subject to the Reporting Person's Continuous Service to the Issuer through each vesting period. The option is early exercisable.

5. Twenty-five per cent (25%) of the option shares vest on March 3, 2020 and the balance vests monthly over thirty-six (36) months subject to the Reporting Person's Continuous Service to the Issuer through each vesting period. The option is early exercisable.

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 over four (4) years from November 30, 2016 with twenty-five percent (25%) vesting on the one year anniversary and the remainder vesting quarterly, 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 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 over four (4) years from March 3, 2017 with twenty-five percent (25%) vesting on the one year anniversary and the remainder vesting quarterly, provided that the Reporting Person remains in continuous service to the Issuer on each vesting date. 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.

8. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest over four (4) years from August 30,2018 with twenty-five percent (25%) vesting on each one year anniversary, provided that the Reporting Person remains in continuous service to the Issuer on each vesting date. 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.

9. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest over four (4) years from March 3, 2019 with twenty-five percent (25%) vesting on each one year anniversary, provided that the Reporting Person remains in continuous service on each vesting date.

10. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest over two (2) years from August 1, 2019 with fifty percent (50%) vesting on the first anniversary and the remainder vesting quarterly, provided that the Reporting Person remains in continuous service on each vesting date.

	/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.