Sec Form 4 Filing - Kaplan Jared @ OppFi Inc. - 2022-01-06

Insider filing report for Changes in Beneficial Ownership
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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
Kaplan Jared
2. Issuer Name and Ticker or Trading Symbol
OppFi Inc. [ OPFI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
130 E. RANDOLPH STREET, SUITE 3400
3. Date of Earliest Transaction (MM/DD/YY)
01/06/2022
(Street)
CHICAGO, IL60601
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
Class V Common Stock( 1 ) 01/06/2022 D( 2 ) 54,156( 2 ) D $ 0( 2 ) 8,407,879( 3 ) I By OppFi Shares, LLC( 4 )
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
Class A Common Units( 5 ) $ 0 ( 5 ) ( 5 ) Class A Common Stock 780,302( 6 ) 780,302( 6 ) I By JSK Management Holdings, LLC( 7 )
Class A Common Units( 5 ) $ 0 01/06/2022 D 54,156( 2 ) ( 5 ) ( 5 ) Class A Common Stock 7,627,577( 8 ) $ 0 7,627,577( 8 ) I By OppFi Management Holdings, LLC( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kaplan Jared
130 E. RANDOLPH STREET, SUITE 3400
CHICAGO, IL60601
X
Signatures
By: /s/ Marv Gurevich, Esq., as attorney-in-fact for Jared Kaplan 01/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (the "Issuer") represent voting, non-economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation, as amended, or as required by applicable law, holders of Class V Common Stock will be entitled to one vote per share of Class V Common Stock on all matters to be voted on by the Issuer's stockholders generally. The shares of Class V Common Stock will be cancelled by the Issuer if the reporting person exercises (or causes OppFi Management Holdings, LLC ("OFMH") to exercise) Exchange Rights (as defined below in footnote 5).
( 2 )In connection with the forfeiture of 54,156 unvested Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial"), the reporting person is deemed to have forfeited the indirect right to cause OppFi Shares, LLC ("OFS") to dispose of 54,156 shares of Class V Common Stock to the Issuer pursuant to the reporting person's (or OFMH's) Exchange Rights.
( 3 )Includes 2,210,608 shares of Class V Common Stock subject to forfeiture in the event that the Earnout Units (as defined below in footnote 6) are not earned.
( 4 )The shares of Class V Common Stock are held by OFS, which has sole voting power over the shares of Class V Common Stock reported in Table I hereof. The reporting person has the indirect right to cause OFS to dispose of the shares of Class V Common Stock reported in Table I hereof to the Issuer pursuant to the reporting person's (or OFMH's) Exchange Rights.
( 5 )Common Units generally represent economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement") or applicable law. Pursuant to the LLC Agreement, each Common Unit can be exchanged by the holder from time to time for either one share of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock, following the expiration of a lock-up period of up to 9-months from July 20, 2021 (the "Exchange Rights").
( 6 )Includes 205,158 Common Units subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets prior to July 20, 2024 ("Earnout Units"), pursuant to the terms of that certain Business Combination Agreement, dated February 9, 2021, by and among the Issuer, Opportunity Financial, OFS and the representative of the members of Opportunity Financial. Exchange Rights may not be exercised with respect to Earnout Units unless and until such Earnout Units vest.
( 7 )The reporting person is the sole member of JSK Management Holdings, LLC.
( 8 )Includes 2,005,450 Earnout Units.
( 9 )These Common Units are held by OFMH, of which the reporting person is a member. OFMH is a member of Opportunity Financial. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of OFMH, the reporting person has the right to cause OFMH to exercise for the benefit of the reporting person OFMH's Exchange Rights with respect to the Common Units indirectly held by the reporting person.

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