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^*

Schwartz Todd G.

(Last)

(First)

(Middle)

ONE NORTH WACKER DRIVE, SUITE 3605

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/20/2021

3. Issuer Name and Ticker or Trading Symbol
OppFi Inc. [ OPFI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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)
Class V Common Stock⁽¹⁾	96,987,093⁽²⁾	I	By OppFi Shares, LLC⁽³⁾

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)
Class A Common Units⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	33,683,095⁽⁶⁾	⁽⁴⁾⁽⁵⁾	I	By Todd Schwartz Capital Group LP⁽⁷⁾
Class A Common Units⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	2,636,355⁽⁸⁾	⁽⁴⁾⁽⁵⁾	I	By MCS 2017 Trust fbo Todd Schwarz⁽⁹⁾

Explanation of Responses:

1. Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (the "Issuer") represent voting, non-economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation, as amended, or as required by applicable law, holders of Class V Common Stock will be entitled to one vote per share of Class V Common Stock on all matters to be voted on by the Issuer's stockholders generally. The shares of Class V Common Stock will be cancelled by the Issuer if the reporting person exercises (or causes Todd Schwartz Capital Group LP or MCS (as defined below in footnote 9) to exercise) Exchange Rights (as defined below in footnote 5).

2. Includes 25,500,000 shares of Class V Common Stock subject to forfeiture in the event that the Earnout Units (as defined below in footnote 6) are not earned.

3. The shares of Class V Common Stock are held by OppFi Shares, LLC ("OFS"), which has sole voting power over the shares of Class V Common Stock reported in Table I hereof. OFS is wholly owned by TGS Revocable Trust, whose sole trustee is the reporting person. By virtue of these relationships, the reporting person may be deemed to have voting power over the shares of Class V Common Stock held by OFS.

4. Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial") generally represent economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement") or applicable law.

5. (Continued From footnote 4) Pursuant to the LLC Agreement, each Common Unit can be exchanged by the holder from time to time for either one share of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock, following the expiration of a lock-up period of up to 9-months (the "Exchange Rights"). For each Common Unit so exchanged, one share of Class V Common Stock held by OFS will be canceled by the Issuer.

6. Includes 8,856,010 Common Units subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets ("Earnout Units") by July 20, 2024, pursuant to the terms of that certain Business Combination Agreement, dated February 9, 2021, by and among the Issuer, Opportunity Financial, OFS and the representative of the members of Opportunity Financial. Exchange Rights may not be exercised with respect to Earnout Units unless and until such Earnout Units vest.

7. The reporting person is the general partner of Todd Schwartz Capital Group LP and may be deemed to beneficially own the securities held by Todd Schwartz Capital Group LP. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

8. Includes 693,155 Earnout Units.

9. These Common Units are held by MCS 2017 Trust fbo Todd Schwarz ("MCS"), of which the reporting person is the sole trustee and sole beneficiary. MCS is a member of Opportunity Financial and the reporting person has the right to cause MCS to exercise for the benefit of the reporting person MCS's Exchange Rights with respect to the Common Units indirectly held by the reporting person.

Remarks:

See Exhibit 24 - Power of Attorney

	By: /s/ Marv Gurevich, Esq., as attorney-in-fact for Todd Schwartz	07/23/2021
	** 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 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).
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