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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* PASCARELLA CARL (Last) (First) (Middle) C/O OPORTUN FINANCIAL CORPORATION 2 CIRCLE STAR WAY (Street) SAN CARLOS CA 94070 (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) X Director 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) X Form filed by One Reporting Person 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								18,750	D
Common Stock	09/30/2019		C		157,992	A	(1)	157,992	I	See footnote(2)
Common Stock	09/30/2019		C		84,336	A	(3)	242,328	I	See footnote(2)
Common Stock	09/30/2019		C		111,185	A	(4)	353,513	I	See footnote(2)
Common Stock	09/30/2019		C		135,342	A	(5)	488,857(6)	I	See footnote(2)
Common Stock	09/30/2019		S		240,000	D	$15	248,857	I	See footnote(2)

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 D-1 Convertible Preferred Stock	(1)	09/30/2019		C			88,294	(1)	(1)	Common Stock	157,992	$0	0	I	See footnote(2)
Series E-1 Convertible Preferred Stock	(3)	09/30/2019		C			43,717	(3)	(3)	Common Stock	84,336	$0	0	I	See footnote(2)
Series F Convertible Preferred Stock	(4)	09/30/2019		C			41,224	(4)	(4)	Common Stock	111,185	$0	0	I	See footnote(2)
Series G Preferred Stock	(5)	09/30/2019		C			91,343	(5)	(5)	Common Stock	135,342	$0	0	I	See footnote(2)

Explanation of Responses:

1. Each share of Series D-1 Convertible Preferred Stock ("Series D-1") had no expiration date and converted into 1.789396 shares of Common Stock immediately upon the consummation of the Issuer's Initial Public Offering ("IPO"), with all fractional shares converting into Common Stock on an aggregate basis.

2. The shares are held by TPG Progress L.P. Mr. Pascarella is an advisor for TPG Growth, an affiliate of TPG Progress L.P. The general partner of TPG Progress L.P. is Tarrant Advisors Inc. David Bonderman and James Coulter are the managing directors of Tarrant Advisors Inc. and may be deemed to share voting and dispositive power with respect to the shares held by TPG Progress L.P. Mr. Pascarella disclaims beneficial ownership of the shares held by TPG Progress L.P., except to the extent of any proportionate pecuniary interest therein.

3. Each share of Series E-1 Convertible Preferred Stock ("Series E-1) had no expiration date and converted into 1.9291389 shares of Common Stock immediately upon the consummation of the Issuer's IPO, with all fractional shares converting into Common Stock on an aggregate basis.

4. Each share of Series F Convertible Preferred Convertible Stock ("Series F") had no expiration date and converted into 2.697117 shares of Common Stock immediately upon the consummation of the Issuer's IPO, with all fractional shares converting into Common Stock on an aggregate basis.

5. Each share of Series G Convertible Preferred Stock ("Series G") had no expiration date and converted into 1.48169754120 shares of Common Stock immediately upon the consummation of the Issuer's IPO, with all fractional shares converting into Common Stock on an aggregate basis.

6. Includes two (2) shares of Common Stock that comprise the fractional shares of the Series D-1, Series E-1, Series F and Series G Preferred Stock that were converted to Common Stock on an aggregate basis.

	/s/ Kathleen Layton (Attorney-in-Fact)	09/30/2019
	** Signature of Reporting Person	Date
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