Findell Capital Amends Oportun Financial Stake

TL;DR

Findell Capital changed its Oportun stake on 3/11. Watch this.

AI Summary

Findell Capital Management LLC, on March 11, 2024, filed an amendment to its Schedule 13D, reporting a change in its beneficial ownership of Oportun Financial Corp. The filing indicates a shift in their holdings, though specific new percentages or dollar amounts are not detailed in this excerpt. Findell Capital Management LLC is based in New York.

Why It Matters

This amendment signals a potential shift in major shareholder influence or strategy for Oportun Financial Corp, which could impact its stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant investors can indicate shifts in strategy or confidence, potentially impacting the stock.

Key Players & Entities

• Findell Capital Management LLC (company) — Filing entity
• Oportun Financial Corp (company) — Subject company
• 20240311 (date) — Filing date
• 88 PINE STREET, SUITE 2240 (location) — Findell Capital's address
• NEW YORK (location) — Findell Capital's city

FAQ

Key Financial Figures

• $0.0001 — ation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $8,734,433 — ed as follows: FCM invested a total of $8,734,433, including brokerage commissions, to pu
• $464,640 — res. Mr. Tomlinson invested a total of $464,640, including brokerage commissions, to pu
• $1,257 — held by Mr. Tomlinson was approximately $1,257. Such Shares and call options were purc
• $2.50 — Shares, which have an exercise price of $2.50 and which expire on March 15, 2024, as
• $3.9100 — ale Purchase of Common Stock 13,000 $3.9100 1 02/27/2024 Purchase of Common Stoc
• $3.7850 — 024 Purchase of Common Stock 11,000 $3.7850 2 02/28/2024 Purchase of Common Stoc
• $3.8600 — 024 Purchase of Common Stock 12,000 $3.8600 3 02/29/2024 Purchase of Common Stoc
• $3.8525 — 024 Purchase of Common Stock 13,000 $3.8525 4 03/04/2024 Purchase of Common Stoc
• $3.7450 — 024 Purchase of Common Stock 16,000 $3.7450 5 03/05/2024 Purchase of Common Stoc
• $3.6525 — 024 Purchase of Common Stock 13,000 $3.6525 6 03/06/2024 David Tomlinson Purch
• $1.2570 — all Option ($2.50 Strike Price) 1,000 $1.2570 03/08/2024 1 The price reported is
• $3.9600 — le transactions ranging from $3.8600 to $3.9600 per Share. The Reporting Persons undert
• $3.7600 — s in multiple transactions ranging from $3.7600 to $3.8100 per Share. The Reporting Per
• $3.8100 — le transactions ranging from $3.7600 to $3.8100 per Share. The Reporting Persons undert

Filing Documents

• sc13da213982002_03112024.htm (SC 13D/A) — 224KB
• ex991to13da213982002_031124.htm (EX-99.1) — 20KB
• ex992to13da213982002_031124.htm (EX-99.2) — 41KB
• ex993to13da213982002_031124.htm (EX-99.3) — 22KB
• 0000921895-24-000628.txt ( ) — 308KB

Identity and Background

Item 2. Identity and Background . Items 2 (a) through (f) are hereby amended and restated as follows: (a) This (i) Findell Capital Partners, LP, a Delaware limited partnership (“FCP”), with respect to the Shares directly and beneficially owned by it; (ii) Finn Management GP LLC, a Delaware limited liability company (“FMGP”), as the general partner of FCP; (iii) Findell Capital Management LLC, a Delaware limited liability company (“FCM”), as the investment manager of FCP; (iv) Brian A. Finn, as the member and sole director of FCM and managing member of FMGP; (v) Susan Ehrlich, as a nominee for the Board of Directors of the Issuer (the “Board”); (vi) Scott Parker, as a nominee for the Board; and (vii) David Tomlinson, as a nominee for the Board. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is a party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of each of FCP, FMGP, FCM and Mr. Finn is 88 Pine Street, Suite 2240, New York, New York 10005. The principal is 1700 N. University Drive, Plantation, FL 33322. Mr. Tomlinson does not have a principal business address. (c) The principal business of FCP is investing in securities. The principal business of FCM is serving as the investment manager to FCP. The principal business of FMGP is serving as the general partner to FCP. The principal occupation of Mr. Finn is serving as member and sole director of FCM. The principal occupation of Ms. Ehrlich is serving as a Partner at Core Innovation Capital. The principal occupation of

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated as follows: FCM invested a total of $8,734,433, including brokerage commissions, to purchase 2,291,600 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. Mr. Tomlinson invested a total of $464,640, including brokerage commissions, to purchase 132,000 Shares. The aggregate purchase price of call options underling 1,000 Shares held by Mr. Tomlinson was approximately $1,257. Such Shares and call options were purchased with personal funds, which purchases were effected through a margin account maintained with his broker, Charles Schwab, which extends margin credit as and when required to open or carry positions in such account, subject to applicable federal margin regulations, stock exchange rules and Charles Schwab’s credit policies. Since other securities are held in such margin account in addition to the Shares, it may not be possible to determine the amounts, if any, of margin attributable to the Shares. Nevertheless, to the best of Mr. Tomlinson’s knowledge, no Shares he holds were acquired on margin. Mr. Tomlinson is in the process of transferring all Shares that he owns into a non-marginable cash account.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On March 7, 2024, FCP delivered a letter to the Issuer formally nominating a slate of three highly qualified director candidates, Susan Ehrlich, Scott Parker and David Tomlinson (collectively, the “Nominees”), for election to the Board at the Issuer’s 2024 annual meeting of stockholders (the “Annual Meeting”). The Reporting Persons have engaged, and are continuing to engage, in a constructive and private dialogue with the Board and management in hopes of achieving a cooperative resolution.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) through (e) are hereby amended and restated to read as follows: (a) As of the date hereof, the Reporting Persons beneficially owned 2,424,600 Shares in the aggregate, representing approximately 7.1% of the outstanding Shares, including (i) 2,021,000 Shares held directly by FCP, representing approximately 5.9% of the outstanding Shares, (ii) 270,600 Shares held in certain separately managed accounts and (iii) 132,000 Shares beneficially owned by Mr. Tomlinson and 1,000 Shares underlying certain call options held by Mr. Tomlinson. The aggregate percentage of Shares reported owned by the Reporting Persons herein is based upon 34,230,172 Shares outstanding, as of November 2, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. 10 CUSIP No. 68376D104 (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. Mr. Tomlinson has sole voting power and sole investment power with respect to the Shares beneficially owned by him. (c) Since the filing of Amendment No. 1 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, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial such Shares except to the extent of his, her or its pecuniary interest therein. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. (e) No

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On March 7, 2024, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, the Reporting Persons agreed to (a) to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (b) to form a group to solicit proxies for the election of certain persons nominated for election to the Board at the Annual Meeting and to take such other actions as the group deems advisable, (c) that the Nominees would not enter into any transactions in the securities of the Issuer without written notice to FCP’s counsel, and (d) that FCP would bear all pre-approved expenses incurred in connection with the Reporting Persons’ activities. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. FCP has signed separate letter agreements (the “Indemnification Agreements”) with each of the Nominees pursuant to which it and its affiliates have agreed to indemnify such Nominees against certain claims arising from the Solicitation and any related transactions. The Indemnification Agreements are attached hereto as Exhibit 99.2 and are incorporated herein by reference. Each of the Nominees have granted Mr. Finn a power of attorney (the “Powers of Attorney”) to execute certain SEC filings and other documents in connection with the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions. The Powers of Attorney are attached hereto as Exhibit 99.3 and incorporated herein by reference. Mr. Tomlinson has purchased American-style call options referencing an aggregate of 1,000 Shares, which have an exercise price of $2.50 and which expire on March 15, 2024, as further described on Schedule A hereto. 11 CUSIP No. 68376D104 Other than as described herein,

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibits: 99.1 Joint Filing and Solicitation Agreement, by and among Findell Capital Partners, LP, Findell Capital Management LLC, Finn Management GP LLC, Brian A. Finn, Susan Ehrlich, Scott Parker and David Tomlinson, dated March 7, 2024. 99.2 Indemnification Agreements. 99.3 Powers of Attorney. 12 CUSIP No. 68376D104

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 11, 2024 Findell Capital Partners, LP By: Finn Management GP LLC General Partner By: /s/ Brian A. Finn Name: Brian A. Finn Title: Managing Member Finn Management GP LLC By: /s/ Brian A. Finn Name: Brian A. Finn Title: Managing Member Findell Capital Management LLC By: /s/ Brian A. Finn Name: Brian A. Finn Title: Member /s/ Brian A. Finn Brian A. Finn /s/ Susan Ehrlich Susan Ehrlich /s/ Scott Parker Scott Parker /s/ David Tomlinson David Tomlinson 13 CUSIP No. 68376D104 SCHEDULE A Transactions in Shares of the Issuer since the Filing of Amendment No. 1 to the Schedule 13D (all purchases and sales effected on the NASDAQ except as indicated below) Findell Capital Management LLC Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale Purchase of Common Stock 13,000 $3.9100 1 02/27/2024 Purchase of Common Stock 11,000 $3.7850 2 02/28/2024 Purchase of Common Stock 12,000 $3.8600 3 02/29/2024 Purchase of Common Stock 13,000 $3.8525 4 03/04/2024 Purchase of Common Stock 16,000 $3.7450 5 03/05/2024 Purchase of Common Stock 13,000 $3.6525 6 03/06/2024 David Tomlinson Purchase of March 15, 2024 Call Option ($2.50 Strike Price) 1,000 $1.2570 03/08/2024 1 The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $3.8600 to $3.9600 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 p

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