Institutional Venture Management XIV Form 4 Oportun Financial / NORMAN A FOGELSONG ownership change

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Institutional Venture Management XIV, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Oportun Financial Corp [ OPRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	09/30/2019		C		3,529,410	A	(1)	3,529,410	I	By Institutional Venture Partners XIV, L.P.(4)(5)
Common Stock	09/30/2019		C		319,281	A	(1)	3,848,691	I	By Institutional Venture Partners XIV, L.P.(4)(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series G Convertible Preferred Stock	(1)	09/30/2019		C			2,382,005	(2)	(3)	Common Stock	3,529,410	$0.00	0	I	By Institutional Venture Partners XIV, L.P.(4)(5)
Series H Convertible Preferred Stock	(1)	09/30/2019		C			319,281	(2)	(3)	Common Stock	319,281	$0.00	0	I	By Institutional Venture Partners XIV, L.P.(4)(5)

1. Name and Address of Reporting Person^*

Institutional Venture Management XIV, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Partners XIV, L.P.

(Last) (First) (Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FOGELSONG NORMAN A

(Last) (First) (Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Harrick Stephen J

(Last) (First) (Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Phelps Dennis B

(Last) (First) (Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chaffee Todd C

(Last) (First) (Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Miller J Sanford

(Last) (First) (Middle)

3000 SAND HILL ROAD

BUILDING 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Series G Convertible Preferred Stock and Series H Convertible Preferred Stock had no expiration date and were convertible at any time at the election of the holder and automatically converted into shares of Common Stock in connection with the Issuer's initial public offering ("IPO").

2. Each share of the Issuer's Series G Convertible Preferred Stock automatically converted into 1.48169754117647 shares of the Issuer's Common Stock immediately upon the closing of the Issuer's IPO and has no expiration date. All shares of the Issuer's Common Stock (including fractions thereof) issuable upon conversion of more than one share of the Issuer's Preferred Stock by a holder thereof shall be aggregated. No fractional share shall be issued upon this conversion.

3. Each share of the Issuer's Series H Convertible Preferred Stock automatically converted into one share of the Issuer's Common Stock immediately upon the closing of the Issuer's IPO and has no expiration date. All shares of the Issuer's Common Stock (including fractions thereof) issuable upon conversion of more than one share of the Issuer's Preferred Stock by a holder thereof shall be aggregated. No fractional share shall be issued upon this conversion.

4. The securities are held by Institutional Venture Partners XIV, L.P. ("IVP XIV").

5. Institutional Venture Management XIV, LLC ("IVM XIV") is the General Partner of IVP XIV. IVM XIV may be deemed to indirectly beneficially own the securities owned by IVP XIV. Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., Todd C. Chaffee and J. Sanford Miller are Managing Directors of IVM XIV and each share voting and dispositive power over the securities held by IVP XIV. Each disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein.

Remarks:

	Institutional Venture Management XIV, LLC, By: /s/ Norman A. Fogelsong	10/01/2019
	Institutional Venture Partners XIV, L.P., By: Institutional Venture Management XIV, LLC, its General Partner, By: /s/ Norman A. Fogelsong	10/01/2019
	/s/ Norman A. Fogelsong	10/01/2019
	/s/ Stephen J. Harrick	10/01/2019
	/s/ Dennis B. Phelps, Jr.	10/01/2019
	/s/ Todd C. Chaffee	10/01/2019
	/s/ J. Sanford Miller	10/01/2019
	** Signature of Reporting Person	Date
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