UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)1
Oportun Financial Corporation
(Name
of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
68376D104
(CUSIP Number)
FINDELL CAPITAL MANAGEMENT LLC
88 Pine Street, Suite 2240
New York, New York 10005
ATTN: Ryan Voerg
(646) 907-5217
ANDREW FREEDMAN, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 10, 2024
(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 ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
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).
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NAME OF REPORTING PERSON |
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FINDELL CAPITAL PARTNERS, LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☒ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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| NUMBER OF |
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SOLE VOTING POWER |
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- 0 - |
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| OWNED BY |
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SHARED VOTING POWER |
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| REPORTING |
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2,021,000 |
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| PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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2,021,000 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,021,000 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.7% |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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FINN MANAGEMENT GP LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☒ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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| NUMBER OF |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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- 0 - |
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| OWNED BY |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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3,454,600 |
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| PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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3,454,600 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,454,600 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.7% |
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TYPE OF REPORTING PERSON |
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OO |
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NAME OF REPORTING PERSON |
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FINDELL CAPITAL MANAGEMENT LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☒ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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| NUMBER OF |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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- 0 - |
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| OWNED BY |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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3,454,600 |
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| PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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3,454,600 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,454,600 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.7% |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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BRIAN A. FINN |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☒ |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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| NUMBER OF |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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- 0 - |
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| OWNED BY |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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3,454,600 |
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| PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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3,454,600 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,454,600 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.7% |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (the “Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
as follows:
FCM invested a total of $12,583,001,
including brokerage commissions, to purchase 3,454,600 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 5. | Interest in Securities of the Issuer. |
Items 5(a) through (c) are
hereby amended and restated to read as follows:
| (a) | As of the date hereof, the Reporting Persons beneficially owned 3,454,600 Shares in the aggregate,
representing approximately 9.7% of the outstanding Shares, including (i) 2,021,000 Shares held directly by FCP, representing
approximately 5.7% of the outstanding Shares, and (ii) 1,433,600 Shares held in certain separately managed accounts. The aggregate
percentage of Shares reported owned by the Reporting Persons herein is based upon 35,589,254 Shares outstanding, as of May 7, 2024,
which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on May 13, 2024. |
| (b) | Each of FCP, FCM, FMGP and Mr. Finn has shared voting power and shared investment power with respect to
the Shares beneficially owned by them. |
| (c) | Since the filing of Amendment No. 4 to the Schedule 13D, none of the Reporting Persons has effected any
transactions in the Shares, except as set forth on Schedule A. |
Each Reporting Person disclaims
beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein.
SIGNATURES
After reasonable inquiry
and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 14, 2024
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Findell Capital Partners, LP |
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By: |
Finn Management GP LLC
General Partner |
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By: |
/s/ Brian A. Finn |
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Name: |
Brian A. Finn |
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Title: |
Managing Member |
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Finn Management GP LLC |
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By: |
/s/ Brian A. Finn |
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Name: |
Brian A. Finn |
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Title: |
Managing Member |
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Findell Capital Management LLC |
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By: |
/s/ Brian A. Finn |
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Name: |
Brian A. Finn |
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Title: |
Member |
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/s/ Brian A. Finn |
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Brian A. Finn |
SCHEDULE A
Transactions in Shares of the Issuer since
the Filing of Amendment No. 4 to the Schedule 13D
(all purchases and sales effected on the NASDAQ except as indicated below)
| Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase/Sale |
Findell Capital Management LLC
| Purchase of Common Stock |
225,000 |
$3.05131 |
04/23/2024 |
| Purchase of Common Stock |
50,000 |
$3.25532 |
04/24/2024 |
| Purchase of Common Stock |
50,000 |
$3.22033 |
04/25/2024 |
| Purchase of Common Stock |
50,000 |
$3.18534 |
04/26/2024 |
| Purchase of Common Stock |
50,000 |
$3.29265 |
04/29/2024 |
| Purchase of Common Stock |
25,000 |
$3.19936 |
04/30/2024 |
| Purchase of Common Stock |
25,000 |
$3.30897 |
05/01/2024 |
| Purchase of Common Stock |
25,000 |
$3.26318 |
05/02/2024 |
| Purchase of Common Stock |
25,000 |
$3.58509 |
05/06/2024 |
| Purchase of Common Stock |
50,000 |
$3.662910 |
05/07/2024 |
| Purchase of Common Stock |
35,000 |
$3.669311 |
05/08/2024 |
| Purchase of Common Stock |
30,000 |
$3.679612 |
05/09/2024 |
| Purchase of Common Stock |
35,000 |
$4.279613 |
05/10/2024 |
| Purchase of Common Stock |
20,000 |
$4.423814 |
05/13/2024 |
| Purchase of Common Stock |
40,000 |
$4.279315 |
05/14/2024 |
1
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $2.6300 to $3.4725 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 1.
2
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.1400 to $3.3700 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 2.
3
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.0800 to $3.2900 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 3.
4
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.0700 to $3.3000 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 4.
5
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.0900 to $3.3800 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 5.
6
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.1500 to $3.2300 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 6.
7
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.2200 to $3.3400 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 7.
8
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.2000 to $3.3450 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 8.
9
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.5300 to $3.6200 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 9.
10
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.6100 to $3.7000 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 10.
11
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.5900 to $3.7500 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 11.
12
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.6400 to $3.6700 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 12.
13
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.8950 to $4.4200 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 13.
14
The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $4.3500 to $4.5000 per
Share. The Reporting Persons undertake to provide to the Issuer, any security of the Issuer or the staff of the of the Securities and
Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set
forth in this footnote 14.
15
The price reported is a weighted average price. These Shares were purchases
in multiple transactions ranging from $4.2100 to $4.4800 per Share. The Reporting Persons undertake to provide to the Issuer, any security
of the Issuer or the staff of the of the Securities and Exchange Commission, upon request, full information regarding the number of Shares
purchased at each separate price within the range set forth in this footnote 15.
Oportun Financial (NASDAQ:OPRT)
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Oportun Financial (NASDAQ:OPRT)
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