SC 13G/A

Names of reporting persons

Greylock XII Limited Partnership

Check the appropriate box if a member of a group (see instructions)

(a) ☐ (b) ☒

SEC use only

Citizenship or place of organization

Delaware

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

OPORTUN FINANCIAL CORPORATION

(Name of issuer)

Common Stock, $0.0001 par value per share

(Title of class of securities)

68376D104

(CUSIP number)

December 31, 2022

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G


CUSIP No. 68376D104		Page 2 of 10 Pages

(1)	Represents 1,333,403 shares of Common Stock held directly by Greylock XII Limited Partnership.

(2)	The percent of class was calculated based on 33,192,703 shares of Common Stock outstanding as of November 2, 2022 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 8, 2022).

SCHEDULE 13G


CUSIP No. 68376D104		Page 3 of 10 Pages

(1)	Represents 148,154 shares of Common Stock held directly by Greylock XII-A Limited Partnership.

(2)	The percent of class was calculated based on 33,192,703 shares of Common Stock outstanding as of November 2, 2022 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 8, 2022).

SCHEDULE 13G


CUSIP No. 68376D104		Page 4 of 10 Pages

(1)

(2)	The percent of class was calculated based on 33,192,703 shares of Common Stock outstanding as of November 2, 2022 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 8, 2022).

SCHEDULE 13G


CUSIP No. 68376D104		Page 5 of 10 Pages

(1)

Represents 1,333,403 shares of Common Stock held directly by Greylock XII Limited Partnership and 148,154 shares of Common Stock held directly by Greylock XII-A Limited Partnership. Greylock XII GP LLC is the general partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership, and may be deemed to beneficially own the shares of stock held directly by Greylock XII Limited Partnership and Greylock XII-A Limited Partnership. Mr. Helman, as a managing member of Greylock XII GP LLC, may be deemed to beneficially own the shares of stock held directly by Greylock XII Limited Partnership and Greylock XII-A Limited Partnership.

(2)	The percent of class was calculated based on 33,192,703 shares of Common Stock outstanding as of November 2, 2022 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 8, 2022).

SCHEDULE 13G


CUSIP No. 68376D104		Page 6 of 10 Pages

(1)

Represents 1,333,403 shares of Common Stock held directly by Greylock XII Limited Partnership and 148,154 shares of Common Stock held directly by Greylock XII-A Limited Partnership. Greylock XII GP LLC is the general partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership, and may be deemed to beneficially own the shares of stock held directly by Greylock XII Limited Partnership and Greylock XII-A Limited Partnership. Mr. Bhusri, as a managing member of Greylock XII GP LLC may be deemed to beneficially own the shares of stock held directly by Greylock XII Limited Partnership and Greylock XII-A Limited Partnership.

(2)	The percent of class was calculated based on 33,192,703 shares of Common Stock outstanding as of November 2, 2022 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 8, 2022).

SCHEDULE 13G


CUSIP No. 68376D104		Page 7 of 10 Pages

Item 1(a)

Name of Issuer:

Oportun Financial Corporation

Item 1(b)

Address of Issuer’s Principal Executive Offices:

2 Circle Star Way

San Carlos, CA 94070

Item 2(a)

Name of Person Filing:

The reporting persons are:

(i) Greylock XII Limited Partnership;

(ii) Greylock XII-A Limited Partnership;

(iii) Greylock XII GP LLC, the General Partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership;

(iv) William W. Helman, a managing member of Greylock XII GP LLC; and

(v) Aneel Bhusri, a managing member of Greylock XII GP LLC.

Item 2(b)

Address of Principal Business Office or, if None, Residence:

The address of each of the reporting persons is:

2550 Sand Hill Road, Suite 200

Menlo Park, CA 94025

Item 2(c)

Citizenship:

(i) Greylock XII Limited Partnership, a Delaware limited partnership;

(ii) Greylock XII-A Limited Partnership, a Delaware limited partnership;

(iii) Greylock XII GP LLC, a Delaware limited liability company;

(iv) William W. Helman, a U.S. citizen; and

(v) Aneel Bhusri, a U.S. citizen.

Item 2(d)

Title of Class of Securities:

This Schedule 13G report relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Oportun Financial Corporation.

Item 2(e)

CUSIP Number:

68376D104

Item 3

Description of Person Filing:

Not applicable.

SCHEDULE 13G


CUSIP No. 68376D104		Page 8 of 10 Pages

Item 4

Ownership:

(a) and (b) Amount Beneficially Owned:

(i)

Greylock XII Limited Partnership directly owns 1,333,403 shares of Common Stock, which represents approximately 4.02% of the outstanding shares of Common Stock.

(ii)

Greylock XII-A Limited Partnership directly owns 148,154 shares of Common Stock which represents approximately 0.45% of the outstanding shares of Common Stock.

(iii)

Greylock XII GP LLC is the general partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership, and may be deemed to beneficially own 1,333,403 shares of Common Stock held directly by Greylock XII Limited Partnership and 148,154 shares of Common Stock held directly by Greylock XII-A Limited Partnership which represents approximately 4.46% of the outstanding shares of Common Stock.

(iv)

Mr. Helman, as a managing member of Greylock XII GP LLC may be deemed to beneficially own the 1,333,403 shares of Common Stock held directly by Greylock XII Limited Partnership and 148,154 shares of Common Stock held directly by Greylock XII-A Limited Partnership which represents approximately 4.46% of the outstanding shares of Common Stock.

(v)

Mr. Bhusri, as a managing member of Greylock XII GP LLC may be deemed to beneficially own the 1,333,403 shares of Common Stock held directly by Greylock XII Limited Partnership and 148,154 shares of Common Stock held directly by Greylock XII-A Limited Partnership which represents approximately 4.46% of the outstanding shares of Common Stock.


	NUMBER OF SHARES OF COMMON STOCK
Reporting Person	(i)		(ii)		(iii)		(iv)
Greylock XII Limited Partnership		0		1,333,403		0		1,333,403
Greylock XII-A Limited Partnership		0		148,154		0		148,154
Greylock XII GP LLC		0		1,481,557		0		1,481,557
William W. Helman		0		1,481,557		0		1,481,557
Aneel Bhusri		0		1,481,557		0		1,481,557

(i)	Sole power to vote or direct the vote

(ii)	Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)	Shared power to dispose or to direct the disposition of

Percentages calculated based on 33,192,703 shares of Common Stock outstanding as of November 2, 2022 (as reported in the issuer’s Quarterly Report on Form 10-Q as filed by the issuer with the SEC on November 8, 2022).

SCHEDULE 13G


CUSIP No. 68376D104		Page 9 of 10 Pages

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

Item 8

Identification and Classification of Members of the Group:

Each of the reporting persons expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J).

Item 9

Notice of Dissolution of Group:

Not applicable.

Item 10

Certification:

Not applicable.

This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

SCHEDULE 13G


CUSIP No. 68376D104		Page 10 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DATED: February 7, 2023.


GREYLOCK XII LIMITED PARTNERSHIP

By:	Greylock XII GP LLC
	General Partner

	By:	/s/ Donald A. Sullivan
		Donald A. Sullivan, Administrative Partner

GREYLOCK XII-A LIMITED PARTNERSHIP

By:	Greylock XII GP LLC
	General Partner

	By:	/s/ Donald A. Sullivan
		Donald A. Sullivan, Administrative Partner

GREYLOCK XII GP LLC

By:	/s/ Donald A. Sullivan
	Donald A. Sullivan, Administrative Partner

WILLIAM W. HELMAN

By:	/s/ William W. Helman



ANEEL BHUSRI

By:				/s/ Aneel Bhusri



DONALD A. SULLIVAN

By:				/s/ Donald A. Sullivan