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*
McKay Christopher J.

(Last) (First) (Middle)
130 E. RANDOLPH STREET
SUITE 3400

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OppFi Inc. [ OPFI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Risk & Analytics Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/03/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
Class A Common Stock 10/03/2022 M 15,403(1) A $0.00 15,403 D
Class A Common Stock 10/03/2022 S 3,291(2) D $2.3399 12,112 D
Class A Common Stock 05/16/2023 F 1,426(3) D $2.07 34,103(4) D
Class A Common Stock 05/16/2023 M 7,701(5) A $0.00 41,804 D
Class A Common Stock 05/16/2023 F 1,876(6) D $2.07 39,928 D
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
Restricted Stock Units $0.00 10/03/2022 M 15,403(1) (7) (7) Class A Common Stock 15,403(1) $0.00 46,210 D
Restricted Stock Unit $0.00 05/16/2023 M 7,701(5) (7) (7) Class A Common Stock 7,701(5) $0.00 38,509 D
Explanation of Responses:
1. On October 3, 2022, the reporting person received shares of Class A Common Stock, par value $0.0001 per share, of the issuer in settlement of restricted stock units ("RSUs"), which vested on October 1, 2022.
2. Represents shares sold to satisfy tax liability upon the vesting of RSUs.
3. Represents shares withheld to cover tax withholding obligations in connection with the settlement of a previously reported performance-based restricted stock unit award.
4. The number of shares have been adjusted to reflect transactions that have occurred between the October 3, 2022 restricted stock unit settlement and the transaction occurring on May 16, 2023.
5. On May 16, 2023, the reporting person received shares of Class A Common Stock, par value $0.0001 per share, of the issuer in settlement of RSUs, which vested on January 1, 2023 and April 1, 2023.
6. Represents shares withheld to cover tax withholding obligations in connection with the settlement of RSUs.
7. Each RSU represents a contingent right to receive one share of OppFi Inc. Class A Common Stock, par value $0.0001 per share, and was granted pursuant to the OppFi Inc. 2021 Equity Incentive Plan (the "Plan"). 25% of the RSUs will vest on the one-year anniversary of the date of grant and the remainder will vest in equal quarterly increments over the following three years, subject to the reporting person's continued service with the issuer and the terms of the Plan.
Remarks:
/s/ Marv Gurevich, Esq., as attorney-in-fact for Christopher J. McKay 05/18/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.