Sec Form 3 Filing - Vazquez Raul @ Oportun Financial Corp - 2019-09-25

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Vazquez Raul 2. Issuer Name and Ticker or Trading Symbol Oportun Financial Corp [ OPRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) OPORTUN FINANCIAL CORPORATION, 2 CIRCLE STAR WAY 3. Date of Earliest Transaction (MM/DD/YY) 09/25/2019 (Street) SAN CARLOS, CA94070 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 184,825 D

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 Stock Option (Right to Buy) $ 1.32 ( 1 ) 04/08/2022 Common Stock 791,318 D Stock Option (Right to Buy) $ 4.4 ( 1 ) 07/24/2023 Common Stock 101,675 D Stock Option (right to Buy) $ 10.23 ( 1 ) 09/09/2024 Common Stock 136,363 D Stock Option (Right to Buy) $ 26.73 ( 1 ) 09/28/2025 Common Stock 3,741 D Stock Option(Right to Buy) $ 19.69 ( 2 ) 11/29/2026 Common Stock 145,453 D Stock Option (Right to Buy) $ 18.04 ( 3 ) 06/27/2029 Common Stock 140,551 D Restricted Stock Units ( 4 ) ( 4 ) ( 4 ) Common Stock 58,181 D Restricted Stock Units ( 5 ) ( 5 ) ( 5 ) Common Stock 117,410 D Restricted Stock Units ( 6 ) ( 6 ) ( 6 ) Common Stock 71,394 D Restricted Stock Units ( 7 ) ( 7 ) ( 7 ) Common Stock 76,126 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vazquez Raul OPORTUN FINANCIAL CORPORATION 2 CIRCLE STAR WAY SAN CARLOS, CA94070 X Chief Executive Officer Signatures /s/ Kathleen Layton (Attorney-in-Fact) 09/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option is fully vested. ( 2 )Twenty-five per cent (25%)of the option shares vested on November 30, 2017 and the balance vests monthly over thirty-six (36) months subject to the Reporting Person's continuous service to the Issuer through each vesting period. The option is early exercisable. ( 3 )Twenty-five per cent (25%) of the option shares vest on March 3, 2020 and the balance vests monthly over thirty-six (36) months subject to the Reporting Person's continuous service to the Issuer through each vesting period. The option is early exercisable. ( 4 )The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest over four (4) years from November 30, 2016 with twenty-five percent (25%) vesting on the one year anniversary and the remainder vesting quarterly, provided that the Reporting Person remains in continuous service to the Issuer on each vesting date (the "Service and Vesting Requirement"). In addition to the Service and Vesting Requirement, the shares will only vest upon (i) change in control of the Issuer or (ii) the first trading date following the expiration of the lock-up period applicable in connection with the Issuer's Initial Public Offering of Common Stock, whichever occurs first. ( 5 )The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest over four (4) years from August 30, 2018 with twenty-five percent (25%) vesting on each one year anniversary, provided that the Reporting Person remains in continuous service to the Issuer on each vesting date. In addition to the Service and Vesting Requirement, the shares will only vest upon (i) change in control of the Issuer or (ii) the first trading date following the expiration of the lock-up period applicable in connection with the Issuer's Initial Public Offering of Common Stock, whichever occurs first. ( 6 )The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock fo r each RSU. The RSUs will vest over four (4) years from March 3, 2019 with twenty-five percent (25%) vesting on each one year anniversary, provided that the Reporting Person remains in continuous service on each vesting date. ( 7 )The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest over two (2) years from August 1, 2019 with fifty percent (50%) vesting on the first anniversary and the remainder vesting quarterly, provided that the Reporting Person remains in continuous service on each vesting 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.