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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Common Units (4) | $ 0 | 07/21/2024 | D | 51,448 (2) | (4) | (4) | Class A Common Stock | 51,448 | $ 0 | 144,238 (2) | I | By DAV 513 Revocable Trust (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Vennettilli David 130 EAST RANDOLPH STREET, SUITE 3400 CHICAGO, IL 60606 |
X | |||
| /s/ Marv Gurevich, Esq., as attorney-in-fact for David Vennettilli | 07/23/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 DAV (as defined below in footnote 5) to exercise) Exchange Rights (as defined below in footnote 4). |
| (2) | Reflects the forfeiture to Opportunity Financial, LLC ("Opportunity Financial") for no consideration of Class A common units ("Common Units") of Opportunity Financial that were not earned pursuant to the earnout provisions of that certain Business Combination Agreement, dated February 9, 2021, by and among the Issuer, Opportunity Financial, OppFi Shares, LLC ("OFS") and the representative of the members of Opportunity Financial. In connection with the forfeiture of the Common Units, the reporting person is deemed to have forfeited the indirect right to cause OFS to dispose of an equivalent number of shares of Class V Common Stock to the Issuer pursuant to the reporting person's (or DAV's) Exchange Rights. Also reflects the reallocation of additional Common Units of Opportunity Financial to the reporting person following the forfeiture of Common Units by other members. |
| (3) | The shares of Class V Common Stock are held by OFS, which has sole voting power over the shares of Class V Common Stock reported in Table I hereof. The reporting person has the indirect right to cause OFS to dispose of the shares of Class V Common Stock reported in Table I hereof to the Issuer pursuant to the reporting person's (or DAV's) Exchange Rights. |
| (4) | Common Units 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. 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 (the "Exchange Rights"). |
| (5) | These Common Units are held by DAV 513 Revocable Trust ("DAV"), of which the reporting person is the sole trustee and sole beneficiary. DAV is a member of Opportunity Financial and the reporting person has the right to cause DAV to exercise for the benefit of the reporting person DAV's Exchange Rights with respect to the Common Units indirectly held by the reporting person. |