Sec Form 13G Filing - ELLINGTON MANAGEMENT GROUP LLC filing for OPORTUN FINL CORP COM (OPRT) - 2024-10-01

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.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13 G-A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*



Opurtun Financial Corporation

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

68376D104

(CUSIP Number)

 

 

September 30, 2024
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*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).

 
 
CUSIP No.  68376D104
 SCHEDULE 13G-A
Page 2 of 11 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Ellington Management Group, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
711,631
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
711,631
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.99% (1)
12
TYPE OF REPORTING PERSON
 
IA

 
(1) The percentage set forth in Row 11 of this Cover Page is based on 35,722,720 shares of common stock of Opurtun Financial Corporation(“Common Stock”) outstanding as of September 30, 2024.
 
 
CUSIP No.  68376D1048
 SCHEDULE 13G-A
Page 3 of 11 Pages

 

         
1
NAME OF REPORTING PERSONS
 
EMG Holdings, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
711,631
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
711,631
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.99% (1)
12
TYPE OF REPORTING PERSON
 
PN, HC
 
(1) The percentage set forth in Row 11 of this Cover Page is based on 35,722,720 shares of common stock of Opurtun Financial Corporation(“Common Stock”) outstanding as of September 30, 2024.
 
 
CUSIP No.  68376D1048
 SCHEDULE 13G-A
Page 4 of 11 Pages

 

         
1
NAME OF REPORTING PERSONS
 
VC Investments LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
711,631
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
711,631
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.99% (1)
12
TYPE OF REPORTING PERSON
 
OO, HC
 
(1) The percentage set forth in Row 11 of this Cover Page is based on 35,722,720 shares of common stock of Opurtun Financial Corporation(“Common Stock”) outstanding as of September 30, 2024.
 
 
CUSIP No.  68376D1048
 SCHEDULE 13G-A
Page 5 of 11 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Michael W. Vranos
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
711,631
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
711,631
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.99% (1)
12
TYPE OF REPORTING PERSON
 
IN, HC
 
(1) The percentage set forth in Row 11 of this Cover Page is based on 35,722,720 shares of common stock of Opurtun Financial Corporation(“Common Stock”) outstanding as of September 30, 2024.
 
 
 

 

CUSIP No. 68376D104
 SCHEDULE 13G-A
Page 6 of 11 Pages

 

Item 1.(a) Name of Issuer

Opurtun Financial Corporation (the “Issuer”)

Item 1.(b) Address of Issuer’s Principal Executive Offices

2 Circle Star Way, San Carlos, CA 94070

Item 2.(a) Name of Person Filing:

 

 This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

 

(i) Ellington Management Group LLC (“EMG”);

(ii) EMG Holdings, L.P. (“EMGH”);

(iii) VC Investments LLC (“VC”); and

(iv) Michael W. Vranos, a U.S. citizen (“Mr. Vranos”).

  

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:

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:

i. EMG is a Delaware limited liability company;

ii. EMGH is a Delaware limited partnership;

iii. VC is a Delaware limited liability company; and

iv. Mr. Vranos is a citizen of the United States of America.

  

Item 2.(d) Title of Class of Securities

Common Stock, $0.0001 par value per share

 

Item 2.(e) CUSIP No.:

68376D104

 

CUSIP No.  68376D104
 SCHEDULE 13G-A
Page 7 of 11 Pages

 

 

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:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. 68376D104
 SCHEDULE 13G-A
Page 8 of 11 Pages

 

 

Item 4. Ownership

 

Item 4(a). Amount Beneficially Owned: 

As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 711,631 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 1.99% of Shares outstanding.

 

 

Item 5. Ownership of Five Percent or Less of a Class

 If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [x].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

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

Not Applicable.

Item 9. Notice of Dissolution of Group 

Not Applicable.

Item 10. Certification

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 Sec 240.14a-11.

 

 
CUSIP No. 68376D104
 SCHEDULE 13G-A
Page 10 of 11 Pages

 

 

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.

 

Dated: October 1, 2024

 

 

 

 

Ellington Management Group, LLC

       
  By:  /s/ Daniel Margolis
    Daniel Margolis, General Counsel
       
  EMG Holdings, L.P.

       
  By:  /s/ Daniel Margolis
   

Daniel Margolis, General Counsel

 

  VC Investments LLC

       
  By:  /s/ Michael W. Vranos
    Michael W. Vranos, Managing Member
       
  Michael W. Vranos

       
  By:  /s/ Michael W. Vranos
    Michael W. Vranos
       

 
CUSIP No. 68376D104
 SCHEDULE 13G-A
Page 11 of 11 Pages

 

Exhibit I

 

JOINT FILING STATEMENT

 

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G-A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G-A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated: October 1, 2024

 

 

Ellington Management Group LLC

       
  By:  /s/ Daniel Margolis
    Daniel Margolis, General Counsel

 

 

  
 

EMG Holdings, L.P.

       
  By:  /s/ Daniel Margolis
    Daniel Margolis, General Counsel
       
 

VC Investments LLC

       
  By:  /s/ Michael W. Vranos
    Michael W. Vranos, Managing Member
       
 

Michael W. Vranos

       
  By:  /s/Michael W. Vranos
   

Michael W. Vranos