Sec Form 4 Filing - Bregal Sagemount I, L.P. @ Open Lending Corp - 2020-12-14

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 Bregal Sagemount I, L.P. 2. Issuer Name and Ticker or Trading Symbol Open Lending Corp [ LPRO] 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) SECOND FLOOR, WINDWARD HOUSE, LA ROUTE DE LA LIBERATION 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2020 (Street) ST. HELIER, JERSEY, Y9JE2 3BQ 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 12/14/2020 S 605,195 ( 1 ) D $ 26.88 19,732,962 D ( 2 ) Common Stock 12/14/2020 S 4,826,933 ( 3 ) D $ 26.88 14,906,029 D ( 2 ) Common Stock 12/14/2020 S 1,105 ( 4 ) D $ 26.88 36,030 I See Footnote ( 5 ) Common Stock 12/14/2020 S 8,814 ( 6 ) D $ 26.88 27,216 I See Footnote ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bregal Sagemount I, L.P. SECOND FLOOR, WINDWARD HOUSE LA ROUTE DE LA LIBERATION ST. HELIER, JERSEY, Y9JE2 3BQ X Bregal North America General Partner Jersey Ltd SECOND FLOOR, WINDWARD HOUSE LA ROUTE DE LA LIBERATION ST. HELIER, JERSEY, Y9JE2 3BQ X Bregal Investments, Inc. 277 PARK AVENUE 29TH FLOOR NEW YORK, NY10172 X Signatures Bregal Sagemount I, L.P., By: Bregal North America General Partner Jersey Limited: Its; General Partner, By: /s/ Paul Andrew Bradshaw, Director 12/16/2020 Signature of Reporting Person Date Bregal Sagemount I, L.P., By: Bregal North America General Partner Jersey Limited: Its; General Partner, By: /s/ Elena Dinamling Bubod, Alternate Director 12/16/2020 Signature of Reporting Person Date Bregal North America General Partner Jersey Limited, By: /s/ Paul Andrew Bradshaw, Director 12/16/2020 Signature of Reporting Person Date Bregal North America General Partner Jersey Limited, By: /s/ Elena Dinamling Bubod, Alternate Director 12/16/2020 Signature of Reporting Person Date Bregal Investments, Inc., By: /s/ Michelle S. Riley, Secretary 12/16/2020 Signature of Reporting Person Date Bregal Investments, Inc., By: /s/ Ronald Fishman, Treasurer 12/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares sold to the Issuer by Bregal Sagemount I, L.P. ("Bregal Sagemount") on December 14, 2020 in connection with the Offering (as defined below) pursuant to the Stock Repurchase Agreement (the "Stock Repurchase Agreement"), dated December 7, 2020, between the Issuer, Bregal Sagemount, Bregal Investments (defined below) and the other selling shareholders party thereto. ( 2 )Bregal Sagemount is the record holder of the shares reported. Bregal North America General Partner Jersey Limited (the "General Partner") is the General Partner of Bregal Sagemount. Bregal Investments, Inc. ("Bregal Investments") is the registered investment advisor of Bregal Sagemount. Each of the General Partner and Bregal Investments disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 of the Securities Exchange Act of 1934 or any other purposes. ( 3 )Represents shares sold to the underwriters by Bregal Sagemount on December 14, 2020, pursuant to the Underwriting Agreement dated December 9, 2020, as described in the registration statement on Form S-1 filed with the SEC on December 7, 2020 (the "Offering"). ( 4 )Represents shares sold to the Issuer by Bregal Investments on December 14, 2020 in connection with the Offering pursuant to the Stock Repurchase Agreement. ( 5 )The shares reported are held directly by Bregal Investments. Each of Bregal Sagemount and the General Partner disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 of the Securities Exchange Act of 1934 or any other purposes. ( 6 )Represents shares sold to the underwriters by Bregal Investments on December 14, 2020, pursuant to the Offering.

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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