SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kirscht Patrick

(Last) (First) (Middle)
OPORTUN FINANCIAL CORPORATION
2 CIRCLE STAR WAY

(Street)
SAN CARLOS CA 94070

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Oportun Financial Corp [ OPRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Credit Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/06/2023
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/06/2023 A 49,339(1) A (2) 292,379 D
Common Stock 2,900 I By Child 1
Common Stock 2,900 I By Child 2
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (2) 12/06/2023 A 49,339(3) (3) 03/10/2026 Common Stock 49,339(3) $0 49,339 D
Explanation of Responses:
1. The Restricted Stock Units (RSU) vest in 3 equal annual installments from the vesting commencement date of March 10, 2023, subject to the continued service of the Reporting Person on each vesting date.
2. Each Restricted Stock Unit (RSU) and each Performance-Based RSU (PSU) represents the right to receive, at settlement, one share of common stock.
3. PSUs will vest based on the Company's achievement of absolute total shareholder return (Company TSR). The TSR period will be the three (3) year period covering calendar years 2023 through 2025. The target number of units subject to the award is presented in the table. The performance metric will be met, and the PSUs will vest, based on percentile achievement of 0% to 125% of the target number of units, depending on performance. Any PSUs achieved above 100% of target may be paid out to the Reporting Person in either cash or shares of common stock, at the sole discretion of the Company's Compensation and Leadership Committee. In addition to such performance requirements, the PSUs are subject to satisfying service-based requirements and any PSUs that are achieved will be scheduled to vest on March 10, 2026.
Remarks:
/s/Kathleen Layton (Attorney-in-Fact) 12/08/2023
** 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 4 (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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