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).
1. Name and Address of Reporting Person*
Bregal Sagemount I, L.P.

(Last) (First) (Middle)
SECOND FLOOR, WINDWARD HOUSE
LA ROUTE DE LA LIBERATION

(Street)
ST. HELIER, JERSEY Y9 JE2 3BQ

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Open Lending Corp [ LPRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/06/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 04/06/2021 D 313,997(1) D $34 14,592,032 D(2)
Common Stock 04/06/2021 S 5,305,840(3) D $34 9,286,192 D(2)
Common Stock 04/06/2021 D 1,735(4) D $34 25,481 I See Footnote(5)
Common Stock 04/06/2021 S 25,481(6) D $34 0 I See Footnote(5)
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
1. Name and Address of Reporting Person*
Bregal Sagemount I, L.P.

(Last) (First) (Middle)
SECOND FLOOR, WINDWARD HOUSE
LA ROUTE DE LA LIBERATION

(Street)
ST. HELIER, JERSEY Y9 JE2 3BQ

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bregal North America General Partner Jersey Ltd

(Last) (First) (Middle)
SECOND FLOOR, WINDWARD HOUSE
LA ROUTE DE LA LIBERATION

(Street)
ST. HELIER, JERSEY Y9 JE2 3BQ

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bregal Investments, Inc.

(Last) (First) (Middle)
277 PARK AVENUE
29TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares sold to the Issuer by Bregal Sagemount I, L.P. ("Bregal Sagemount") on April 6, 2021 in connection with the Offering (as defined below) pursuant to the Stock Repurchase Agreement (the "Stock Repurchase Agreement"), dated March 29, 2021, between the Issuer, Bregal Sagemount, Bregal Investments (defined below) and the other selling shareholders party thereto.
2. Bregal Sagemount is the record holder of the shares reported. Bregal North America General Partner Jersey Limited (the "General Partner") is the General Partner of Bregal Sagemount. Bregal Investments, Inc. ("Bregal Investments") is the registered investment advisor of Bregal Sagemount. Each of the General Partner and Bregal Investments disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 of the Securities Exchange Act of 1934 or any other purposes.
3. Represents shares sold to the underwriters (inclusive of underwriting discount) by Bregal Sagemount on April 6, 2021, pursuant to the Underwriting Agreement dated April 1, 2021, as described in the Rule 424B4 prospectus filed with the SEC on April 1, 2021 (the "Offering").
4. Represents shares sold to the Issuer by Bregal Investments on April 6, 2021 in connection with the Offering pursuant to the Stock Repurchase Agreement.
5. The shares reported are held directly by Bregal Investments. Each of Bregal Sagemount and the General Partner disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 of the Securities Exchange Act of 1934 or any other purposes.
6. Represents shares sold to the underwriters (inclusive of underwriting discount) by Bregal Investments on April 6, 2021, pursuant to the Offering.
Remarks:
Bregal Sagemount I, L.P., By: Bregal North America General Partner Jersey Limited: Its; General Partner, By: /s/ Paul Andrew Bradshaw, Director 04/08/2021
Bregal Sagemount I, L.P., By: Bregal North America General Partner Jersey Limited: Its; General Partner, By: /s/ Elena Dinamling Bubod, Alternate Director 04/08/2021
Bregal North America General Partner Jersey Limited, By: /s/ Paul Andrew Bradshaw, Director 04/08/2021
Bregal North America General Partner Jersey Limited, By: /s/ Elena Dinamling Bubod, Alternate Director 04/08/2021
Bregal Investments, Inc., By: /s/ Michelle S. Riley, Secretary 04/08/2021
Bregal Investments, Inc., By: /s/ Ronald Fishman, Treasurer 04/08/2021
** 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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