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^*

Layton Kathleen I.

(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)
07/21/2023

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 Legal 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)
Common Stock	31,414⁽¹⁾	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)
Stock Option (Right to Buy)	⁽²⁾	03/09/2030	Stock Option (Right to Buy)	9,164	19	D
Stock Option (Right to Buy)	⁽³⁾	03/09/2031	Stock Option (Right to Buy)	5,857	21.26	D
Stock Option (Right to Buy)	⁽⁴⁾	03/09/2032	Stock Option (Right to Buy)	17,283	13.26	D
Stock Option (Right to Buy)	⁽⁵⁾	12/20/2026	Stock Option (Right to Buy)	8,522	19.69	D
Stock Option (Right to Buy)	⁽⁵⁾	11/28/2027	Stock Option (Right to Buy)	4,022	24.86	D
Stock Option (Right to Buy)	⁽⁵⁾	03/28/2028	Stock Option (Right to Buy)	3,935	25.41	D

Explanation of Responses:

1. Certain of these securities are restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Common Stock, subject to the applicable vesting schedule and conditions of each restricted stock unit.

2. 1/4 of the option vested on March 10, 2021 and 1/36 of the remaining option shares vest monthly over three years, subject to the continued service of the Reporting Person on each vesting date.

3. 1/4 of the option vested on March 10, 2022 and 1/36 of the remaining option shares vest monthly over three years, subject to the continued service of the Reporting Person on each vesting date.

4. 1/4 of the option vested on March 10, 2023 and 1/36 of the remaining option shares vest monthly over three years, subject to the continued service of the Reporting Person on each vesting date.

5. The option is fully vested.

Remarks:

	Kathleen Layton	07/27/2023
	** 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.
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