Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Oportun Financial Corporation
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
68376D104
(CUSIP Number)
March 16, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
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| ☒ |
Rule 13d-1(c)
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| ☐ |
Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 9
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CUSIP No. 68376D104
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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ELLINGTON MANAGEMENT GROUP, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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&#
xA0;
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6
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SHARED VOTING POWER
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2,725,702
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,725,702
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,725,702
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No. 68376D104
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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EMG HOLDINGS, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,725,702
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,725,702
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,725,702
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN, HC
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CUSIP No. 68376D104
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Page 4 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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VC INVESTMENTS, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,725,702
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,725,702
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,725,702
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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CUSIP No. 68376D104
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Page 5 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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MICHAEL W. VRANOS
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,725,702
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,725,702
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,725,702
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||||
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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CUSIP No. 68376D104
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Page 6 of 10 Pages
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| Item 1 (a). |
Name of Issuer:
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Oportun Financial Corporation (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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2 Circle Star Way , San Carlos, CA 94070
| Item 2(a). |
Name of Person Filing:
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| i. |
Ellington Management Group LLC (“EMG”);
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| ii. |
EMG Holdings, L.P. (“EMGH”);
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| iii. |
VC Investments LLC (“VC”); and
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| iv. |
Michael W. Vranos (“Mr. Vranos”).
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This Statement relates to Shares (as defined herein) held for the accounts of Crescent II Fund, L.P. (“CII”), Ellington Credit Opportunities, Ltd. (“ECO”), Ellington M Credit Master Fund Ltd.
(“EMCM”), Ellington Private Opportunities Main Master Fund III LP (“EPO3M”), and Ellington Special Relative Value Fund LLC (“ESRV” and, together with CII, ECO, EMCM and EPO3M, the “Ellington Funds”).
EMG serves as investment adviser to each of the Ellington Funds. EMGH is the majority member of EMG. VC is the managing member of EMG and the general partner of EMGH. Mr. Vranos serves as Chief
Executive Officer of EMG and is the largest limited partner of EMGH and the sole owner and managing member of VC.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is 53 Forest Avenue, Old Greenwich, CT 06870.
| Item 2(c). |
Citizenship:
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| i. |
EMG is a Delaware limited liability company;
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| ii. |
EMGH is a Delaware limited partnership;
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| iii. |
VC is a Delaware limited liability company; and
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| iv. |
Mr. Vranos is a citizen of the United States of America.
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| Item 2(d). |
Title of Class of Securities:
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Common Stock, $0.0001 par value per share (the “Shares”)
| Item 2(e). |
CUSIP Number:
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68376D104
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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This Item 3 is not applicable.
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CUSIP No. 68376D104
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Page 7 of 10 Pages
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| Item 4. |
Ownership:
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| Item 4(a). | Amount Beneficially Owned: |
As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 2,725,702 Shares. This amount consists of: (A) 1,048,863 Shares held for the account of CII; (B) 611,427
Shares held for the account of ECO; (C) 210,094 Shares held for the account of EMCM; (D) 487,538 Shares held for the account of EPO3M; and (E) 367,780 Shares held for the account of ESRV.
| Item 4(b). |
Percent of Class:
|
As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of approximately 8.2% of Shares outstanding. (There were 33,419,851 Shares outstanding as of March 8, 2023,
based on the Issuer’s annual report on Form 10-K filed on March 14, 2023.)
| Item 4(c). |
Number of Shares as to which such person has:
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Each of the Reporting Persons:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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2,725,702
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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2,725,702
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| Item 5. |
Ownership of Five Percent or Less of a Class:
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This Item 5 is not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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See disclosure in Items 2 and 4 hereof. The Ellington Funds listed in Item 2(a) are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
|
See disclosure in Item 2 hereof.
| Item 8. |
Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
| Item 9. |
Notice of Dissolution of Group:
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This Item 9 is not applicable.
| Item 10. |
Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under §240.14a-11.
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CUSIP No. 68376D104
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Page 8 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ELLINGTON MANAGEMENT GROUP LLC
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By: /s/ Daniel Caffarelli
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Name: Daniel Caffarelli
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Title: Chief Compliance Officer
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EMG HOLDINGS, L.P.
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By: /s/ Daniel Caffarelli
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Name: Daniel Caffarelli
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Title: Authorized Signatory
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VC INVESTMENTS LLC
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By: /s/ Michael W. Vranos
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Name: Michael W. Vranos
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Title: Managing Member
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MICHAEL W. VRANOS
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/s/ Michael W. Vranos
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March 27, 2023
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CUSIP No. 68376D104
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Page 9 of 10 Pages
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EXHIBIT INDEX
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Ex.
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Page No.
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A
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Joint Filing Agreement
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10 |
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CUSIP No. 68376D104
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Page 10 of 10 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Oportun Financial Corporation dated as of March 27, 2023 is, and any
amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
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ELLINGTON MANAGEMENT GROUP LLC
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By: /s/ Daniel Caffarelli
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Name: Daniel Caffarelli
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Title: Chief Compliance Officer
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EMG HOLDINGS, L.P.
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By: /s/ Daniel Caffarelli
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Name: Daniel Caffarelli
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Title: Authorized Signatory
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VC INVESTMENTS LLC
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By: /s/ Michael W. Vranos
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Name: Michael W. Vranos
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Title: Managing Member
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MICHAEL W. VRANOS
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/s/ Michael W. Vranos
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March 27, 2023
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