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"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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| FORM 4 |
| 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
| ( 1 )The shares of Common Stock of the Issuer reported on this Form 4 were issued pursuant to Section 2.03 of that certain Business Combination Agreement, dated as of January 5, 2020 (the "Earnout Rights"). The shares of the Issuer issued pursuant to the Earnout Rights were issued to the Reporting Person on July 21, 2020.|
( 2 )These shares represent shares of Open Lending Corporation common stock held by Nebula Holdings, LLC. True Wind Capital, L.P. is the managing member of Nebula Holdings, LLC and has voting and investment discretion with respect to the common stock held of record by Nebula Holdings, LLC. Adam Clammer and James Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. As such, True Wind Capital, L.P., Mr. Clammer and Mr. Greene may be deemed to have shared beneficial ownership of the common stock held directly by Nebula Holdings, LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Mr. Clammer, one of the managing members of True Wind Capital GP, LLC, is a member of the board of directors of the Issuer. Certain affiliates of True Wind Capital GP, LLC have filed a separate Form 4 reporting securities of the Issuer that they may be deemed to beneficially own. Mr. Clammer disclaims beneficial ownership of any securities of the Issuer that may be deemed to be beneficially owned by affiliates of True Wind Capital GP, LLC.
|* 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).|