Theodore G. Schwartz - Jul 21, 2024 Form 4 Insider Report for OppFi Inc. (OPFI)

Signature
/s/ Marv Gurevich, Esq., as attorney-in-fact for Theodore G. Schwartz
Stock symbol
OPFI
Transactions as of
Jul 21, 2024
Transactions value $
$0
Form type
4
Date filed
7/23/2024, 06:25 PM
Previous filing
Jun 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OPFI Class V Common Stock Disposed to Issuer $0 -8.88M -26.29% $0.00 24.9M Jul 21, 2024 By OppFi Shares, LLC F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OPFI Class A Common Units Disposed to Issuer $0 -8.88M -26.29% $0.00 24.9M Jul 21, 2024 Class A Common Stock 8.88M $0.00 By LTHS Capital Group LP F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 LTHS Capital Group LP to exercise) Exchange Rights (as defined below in footnote 4).
F2 Reflects the forfeiture to Opportunity Financial, LLC ("Opportunity Financial") for no consideration of Class A common units ("Common Units") of Opportunity Financial that were not earned pursuant to the earnout provisions of that certain Business Combination Agreement, dated February 9, 2021, by and among the Issuer, Opportunity Financial, OppFi Shares, LLC ("OFS") and the representative of the members of Opportunity Financial. In connection with the forfeiture of the Common Units, the reporting person is deemed to have forfeited the indirect right to cause OFS to dispose of an equivalent number of shares of Class V Common Stock to the Issuer pursuant to the reporting person's (or LTHS Capital Group LP's) Exchange Rights.
F3 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 LTHS Capital Group LP's) Exchange Rights.
F4 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 (the "Exchange Rights").
F5 The reporting person is the manager of the general partner of LTHS Capital Group LP and may be deemed to beneficially own the securities held by LTHS Capital Group LP. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.