Form 4 - Statement of changes in beneficial ownership of securities

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^*

Vennettilli David

(Last)

(First)

(Middle)

130 EAST RANDOLPH STREET, SUITE 3400

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/05/2024		A		49,328⁽¹⁾	A	$0	143,825⁽²⁾	D
Class V Common Stock⁽³⁾	11/08/2024		D⁽⁴⁾		100,000⁽⁴⁾	D	$0⁽⁴⁾	44,238⁽⁵⁾	I	By OppFi Shares, LLC⁽⁶⁾
Class A Common Stock	11/08/2024		M⁽⁷⁾		100,000	A	$0⁽⁷⁾	100,000	I	By DAV 513 Revocable Trust⁽¹¹⁾
Class A Common Stock	11/08/2024		S		100,000	D	$6.4484⁽⁸⁾	0	I	By DAV 513 Revocable Trust⁽¹¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Units⁽⁹⁾	$0	11/08/2024		M			100,000	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	100,000	$0	44,238⁽¹⁰⁾	I	By DAV 513 Revocable Trust⁽¹¹⁾

Explanation of Responses:

1. Restricted stock units ("RSUs") granted pursuant to the OppFi Inc. 2021 Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of OppFi Inc. Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"). 100% of the RSUs will vest on the earlier of (i) the one-year anniversary of the date of grant or (ii) the next annual meeting of stockholders of OppFi Inc. (the "Issuer"), subject to the reporting person's continued service with the Issuer and the terms of the Plan.

2. Reflects the number of shares of Class A Common Stock beneficially owned by the reporting person following the transaction reported in the last Form 4 of the reporting person, which was filed on August 13, 2024, as adjusted for this transaction.

3. Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of 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 11) to exercise) Exchange Rights (as defined below in footnote 9).

4. Reflects the cancellation of shares of Class V Common Stock in connection with the exercise of the Exchange Rights with respect to an equivalent number of Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial").

5. Excludes shares of Class V Common Stock that correspond to the Common Units held by each of TGS Capital Group LP, TGS MCS Capital Group LP, LTHS Capital Group LP, Ramble MCS Capital Group LP and Ward Capital Group LP (collectively, the "Trusts"). Mr. Vennettilli holds interests in each of the Trusts but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

6. 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. 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.

7. Reflects shares of Class A Common Stock received in connection with the exercise of the Exchange Rights by DAV.

8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions with prices ranging from $6.35 to $6.83 for a weighted average sale price of $6.4484. The reporting person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. 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 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").

10. Excludes Common Units held by each of the Trusts. Mr. Vennettilli holds interests in each of the Trusts but disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein, if any.

11. These securities 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.

	/s/ Marv Gurevich, Esq., as attorney-in-fact for David Vennettilli	11/13/2024
	** 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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