Sec Form 4 Filing - Institutional Venture Management XIV, LLC @ Oportun Financial Corp - 2019-09-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person Institutional Venture Management XIV, LLC 2. Issuer Name and Ticker or Trading Symbol Oportun Financial Corp [ OPRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3000 SAND HILL ROAD, BUILDING 2, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2019 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 09/30/2019 C 3,529,410 A 3,529,410 I By Institutional Venture Partners XIV, L.P. ( 4 ) ( 5 ) Common Stock 09/30/2019 C 319,281 A 3,848,691 I By Institutional Venture Partners XIV, L.P. ( 4 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series G Convertible Preferred Stock ( 1 ) 09/30/2019 C 2,382,005 ( 2 ) ( 3 ) Common Stock 3,529,410 $ 0 0 I By Institutional Venture Partners XIV, L.P. ( 4 ) ( 5 ) Series H Convertible Preferred Stock ( 1 ) 09/30/2019 C 319,281 ( 2 ) ( 3 ) Common Stock 319,281 $ 0 0 I By Institutional Venture Partners XIV, L.P. ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Institutional Venture Management XIV, LLC 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA94025 X Institutional Venture Partners XIV, L.P. 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA94025 X FOGELSONG NORMAN A 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA94025 X Harrick Stephen J 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA94025 X Phelps Dennis B 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA94025 X Chaffee Todd C 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA94025 X Miller J Sanford 3000 SAND HILL ROAD BUILDING 2, SUITE 250 MENLO PARK, CA94025 X Signatures Institutional Venture Management XIV, LLC, By: /s/ Norman A. Fogelsong 10/01/2019 Signature of Reporting Person Date Institutional Venture Partners XIV, L.P., By: Institutional Venture Management XIV, LLC, its General Partner, By: /s/ Norman A. Fogelsong 10/01/2019 Signature of Reporting Person Date /s/ Norman A. Fogelsong 10/01/2019 Signature of Reporting Person Date /s/ Stephen J. Harrick 10/01/2019 Signature of Reporting Person Date /s/ Dennis B. Phelps, Jr. 10/01/2019 Signature of Reporting Person Date /s/ Todd C. Chaffee 10/01/2019 Signature of Reporting Person Date /s/ J. Sanford Miller 10/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Series G Convertible Preferred Stock and Series H Convertible Preferred Stock had no expiration date and were convertible at any time at the election of the holder and automatically converted into shares of Common Stock in connection with the Issuer's initial public offering ("IPO"). ( 2 )Each share of the Issuer's Series G Convertible Preferred Stock automatically converted into 1.48169754117647 shares of the Issuer's Common Stock immediately upon the closing of the Issuer's IPO and has no expiration date. All shares of the Issuer's Common Stock (including fractions thereof) issuable upon conversion of more than one share of the Issuer's Preferred Stock by a holder thereof shall be aggregated. No fractional share shall be issued upon this conversion. ( 3 )Each share of the Issuer's Series H Convertible Preferred Stock automatically converted into one share of the Issuer's Common Stock immediately upon the closing of the Issuer's IPO and has no expiration date. All shares of the Issuer's Common Stock (including fractions thereof) issuable upon conversion of more than one share of the Issuer's Preferred Stock by a holder thereof shall be aggregated. No fractional share shall be issued upon this conversion. ( 4 )The securities are held by Institutional Venture Partners XIV, L.P. ("IVP XIV"). ( 5 )Institutional Venture Management XIV, LLC ("IVM XIV") is the General Partner of IVP XIV. IVM XIV may be deemed to indirectly beneficially own the securities owned by IVP XIV. Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., Todd C. Chaffee and J. Sanford Miller are Managing Directors of IVM XIV and each share voting and dispositive power over the securities held by IVP XIV. Each disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein.

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).

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