Sec Form 4 Filing - Madrone Partners, L.P. @ 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 Madrone Partners, L.P. 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) 1149 CHESTNUT STREET, SUITE 200 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 4,085,865 A 4,085,865 D ( 3 ) Common Stock 09/30/2019 S 1,976,455 D $ 15 2,109,410 D ( 3 )

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 B-1 Preferred Stock ( 1 ) ( 2 ) 09/30/2019 C 84,227 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 93,121 ( 1 ) ( 2 ) $ 0 0 D Series C-1 Preferred Stock ( 1 ) ( 2 ) 09/30/2019 C 23,884 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 42,666 ( 1 ) ( 2 ) $ 0 0 D Series D-1 Preferred Stock ( 1 ) ( 2 ) 09/30/2019 C 356,701 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 638,279 ( 1 ) ( 2 ) $ 0 0 D Series E-1 Preferred Stock ( 1 ) ( 2 ) 09/30/2019 C 40,716 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 78,546 ( 1 ) ( 2 ) $ 0 0 D Series F Preferred Stock ( 1 ) ( 2 ) 09/30/2019 C 20,125 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 542,457 ( 1 ) ( 2 ) $ 0 0 D Series F-1 Preferred Stock ( 1 ) ( 2 ) 09/30/2019 C 2,281,292 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 2,281,292 ( 1 ) ( 2 ) $ 0 0 D Series G Preferred Stock ( 1 ) ( 2 ) 09/30/2019 C 276,375 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 409,504 ( 1 ) ( 2 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Madrone Partners, L.P. 1149 CHESTNUT STREET, SUITE 200 MENLO PARK, CA94025 X MADRONE CAPITAL PARTNERS, LLC 1149 CHESTNUT STREET, SUITE 200 MENLO PARK, CA94025 X Signatures Madrone Partners, L.P. By: Madrone Capital Partners, LLC Its: General Partner By: /s/ Thomas Patterson, Manager 10/02/2019 Signature of Reporting Person Date Madrone Capital Partners, LLC By: /s/ Thomas Patterson, Manager 10/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the closing of the issuer's initial public offering on September 30, 2019, each share of the issuer's Series B-1 Preferred Stock automatically converted into 1.1056056 shares of the issuer's Common Stock, each share of the issuer's Series C-1 Preferred Stock automatically converted into 1.789396 shares of the issuer's Common Stock, each share of the issuer's Series D-1 Preferred Stock automatically converted into 1.789396 shares of the issuer's Common Stock, each share of the issuer's Series E-1 Preferred Stock automatically converted into 1.9291389 shares of the issuer's Common Stock, each share of the issuer's Series F Preferred Stock automatically converted into 2.697117 shares of the issuer's Common Stock, each share of the issuer's Series F-1 Preferred Stock automatically converted into 1 share of the issuer's Common Stock and each share of the issuer's Series G Preferred Stock automatically convert ed into 1.48169754117647 shares of the issuer's Common Stock. ( 2 )(Continued from footnote 1) and such shares had no expiration date. All shares of Common Stock (including fractions thereof) issued upon conversion of more than one share of the issuer's Preferred Stock by a holder thereof were aggregated. No fractional shares were issued upon this conversion. ( 3 )The shares are held by Madrone Partners, L.P. Madrone Capital Partners, LLC ("MCP") is the general partner of Madrone Partners, L.P. and may be deemed to have voting and dispositive power over the shares held by Madrone Partners, L.P. MCP disclaims beneficial ownership over the shares held by Madrone Partners, L.P. except to the extent of its pecuniary interest therein.

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