Filing Details
- Accession Number:
- 0000921895-25-000840
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-20 20:00:00
- Filed By:
- Findell Capital Partners LP
- Company:
- Oportun Financial Corp (NASDAQ:OPRT)
- Filing Date:
- 2025-03-21
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Findell Capital Partners LP | 0 | 1,961,000 | 0 | 1,961,000 | 1,961,000 | 5.4% |
| Finn Management GP LLC | 0 | 3,271,300 | 0 | 3,271,300 | 3,271,300 | 9.1% |
| FINDELL CAPITAL MANAGEMENT LLC | 0 | 3,271,300 | 0 | 3,271,300 | 3,271,300 | 9.1% |
| Finn Brian | 0 | 3,271,300 | 0 | 3,271,300 | 3,271,300 | 9.1% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
|
Oportun Financial Corp (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
68376D104 (CUSIP Number) |
Ryan Voerg FINDELL CAPITAL MANAGEMENT LLC, 88 Pine Street, Suite 2240 New York, NY, 10005 646-907-5217 ANDREW FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 68376D104 |
| 1 |
Name of reporting person
Findell Capital Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,961,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 68376D104 |
| 1 |
Name of reporting person
Finn Management GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,271,300.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68376D104 |
| 1 |
Name of reporting person
FINDELL CAPITAL MANAGEMENT LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,271,300.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68376D104 |
| 1 |
Name of reporting person
Finn Brian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,271,300.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
Oportun Financial Corp |
| (c) | Address of Issuer's Principal Executive Offices:
2 CIRCLE STAR WAY, SAN CARLOS,
CALIFORNIA
, 94070. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended as follows:
FCM invested a total of $11,629,871, including brokerage commissions, to purchase 3,271,300 Shares. The source of funds was FCM's capital available for investment. FCM may effect purchases of Shares through margin accounts maintained for it with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. Because other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase Shares. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
On March 20, 2025, the Reporting Persons issued a press release and open letter (the "March 20 Letter") to the Board of Directors (the "Board") and stockholders of the Issuer calling for leadership change at the Board and announcing their intent to nominate two highly qualified director candidates with lending experience for election at the Issuer's upcoming annual meeting to replace CEO Raul Vazquez and Lead Director R. Neil Williams. In the March 20 Letter, the Reporting Persons expressed their concerns with the continued leadership of the Issuer and the Board by directors whom the Reporting Persons believe do not possess adequate experience in specialty lending. The Reporting Persons also highlighted their efforts over the past two years to push for operational improvements, cost reductions, and better oversight at the Issuer, noting that while some progress has been made following the addition of directors with lending experience, the Board remains largely comprised of individuals lacking the necessary expertise.
The foregoing description of the March 20 Letter does not purport to be complete and is qualified in its entirety by reference to the March 20 Letter, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
As of the date hereof, the Reporting Persons beneficially owned 3,271,300 Shares in the aggregate, representing approximately 9.1% of the outstanding Shares, including (i) 1,961,000 Shares held directly by FCP, representing approximately 5.4% of the outstanding Shares, and (ii) 1,310,300 Shares held in certain separately managed accounts. The aggregate percentage of Shares reported owned by the Reporting Persons herein is based upon 36,134,274 Shares outstanding, as of February 14, 2025, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2025. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
Since the filing of Amendment No. 5 to the Schedule 13D, none of the Reporting Persons has effected any transactions in the Shares, except as set forth on Exhibit 1.
Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. |
| Item 7. | Material to be Filed as Exhibits. |
1 - Transactions in Shares
99.1 - March 20 Letter |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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