Jared Kaplan - Jul 20, 2021 Form 3 Insider Report for OppFi Inc. (OPFI)

Role: Chief Executive Officer, Director
Signature: By: /s/ Marv Gurevich, Esq., as attorney-in-fact for Jared Kaplan
Stock symbol: OPFI
Transactions as of: Jul 20, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/23/2021, 07:21 PM
Next filing: Jul 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	OPFI	Class V Common Stock						8.46M	Jul 20, 2021	By OppFi Shares, LLC	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	OPFI	Class A Common Units							Jul 20, 2021	Class A Common Stock	780K		By JSK Management Holdings, LLC	F4, F5, F6, F7
holding	OPFI	Class A Common Units							Jul 20, 2021	Class A Common Stock	7.68M		By OppFi Management Holdings, LLC	F4, F5, F8, F9, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (the "Issuer") represent voting, non-economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation, as amended, or as required by applicable law, holders of Class V Common Stock will be entitled to one vote per share of Class V Common Stock on all matters to be voted on by the Issuer's stockholders generally. The shares of Class V Common Stock will be cancelled by the Issuer if the reporting person exercises (or causes OFMH (as defined below in footnote 10) to exercise) Exchange Rights (as defined below in footnote 4).
F2	Includes 2,224,852 shares of Class V Common Stock subject to forfeiture in the event that the Earnout Units (as defined below in footnote 6) are not earned.
F3	The shares of Class V Common Stock are held by OppFi Shares, LLC ("OFS"), which has sole voting power over the shares of Class V Common Stock reported in Table I hereof. The reporting person has the indirect right to cause OFS to dispose of the shares of Class V Common Stock reported in Table I hereof to the Issuer pursuant to the reporting person's (or OFMH's) Exchange Rights.
F4	Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial") generally represent economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement") or applicable law. Pursuant to the LLC Agreement, each Common Unit can be exchanged by the holder from time to time for either one share of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock, following the expiration of a lock-up period of up to 9-months (the "Exchange Rights").
F5	(Continued from footnote 4) For each Common Unit so exchanged, one share of Class V Common Stock held by OFS will be canceled by the Issuer.
F6	Includes 205,158 Common Units subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets ("Earnout Units") prior to July 20, 2024, pursuant to the terms of that certain Business Combination Agreement, dated February 9, 2021, by and among the Issuer, Opportunity Financial, OFS and the representative of the members of Opportunity Financial. Exchange Rights may not be exercised with respect to Earnout Units unless and until such Earnout Units vest.
F7	The reporting person is the sole member of JSK Management Holdings, LLC.
F8	Includes 2,019,694 Earnout Units.
F9	Includes 85,977 unvested Common Units, which vest in equal monthly increments through November 1, 2023, subject to the reporting person's continued employment.
F10	These Common Units are held by OppFi Management Holdings, LLC ("OFMH"), of which the reporting person is a member. OFMH is a member of Opportunity Financial. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of OFMH, the reporting person has the right to cause OFMH to exercise for the benefit of the reporting person OFMH's Exchange Rights with respect to the Common Units indirectly held by the reporting person.

Remarks:

See Exhibit 24 - Power of Attorney