Section 32 Fund 1, LP - Jan 5, 2022 Form 4 Insider Report for VPC Impact Acquisition Holdings III, Inc. (DAVE)

Role: 10%+ Owner
Signature: /s/ Nina Labatt, officer of Section 32 GP 1, L.L.C. on behalf of Section 32 Fund 1, L.P.
Stock symbol: DAVE
Transactions as of: Jan 5, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/7/2022, 07:42 PM
Next filing: Aug 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DAVE	Class A Common Stock	Award		+98.1M			98.1M	Jan 5, 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On January 5, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of June 7, 2021 (the "Merger Agreement"), by and among VPC Impact Acquisition Holdings III, Inc. (the "Issuer"), Dave Inc., a Delaware corporation ("Legacy Dave"), and the other parties thereto, the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, the Issuer changed its name to Dave Inc. In connection with the Business Combination and in accordance with the Merger Agreement, (i) 70,921,980 shares of Series A Preferred Stock and (ii) 1,520,305 shares of Series B-2 Preferred Stock of Legacy Dave held by the Reporting Person were converted into 98,114,926 shares of Class A Common Stock of the Issuer. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
F2	The reported securities are held of record by Section 32 Fund 1, LP ("Fund 1"). Section 32 GP 1, LLC (the "GP"), the general partner of Fund 1, and William J. Maris, the managing member of the GP, may be deemed to share voting and dispositive power over the shares held by Fund 1. Such persons and entities disclaim beneficial ownership of shares held by Fund 1 except to the extent of any pecuniary interest therein.

Content

On January 5, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of June 7, 2021 (the "Merger Agreement"), by and among VPC Impact Acquisition Holdings III, Inc. (the "Issuer"), Dave Inc., a Delaware corporation ("Legacy Dave"), and the other parties thereto, the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, the Issuer changed its name to Dave Inc. In connection with the Business Combination and in accordance with the Merger Agreement, (i) 70,921,980 shares of Series A Preferred Stock and (ii) 1,520,305 shares of Series B-2 Preferred Stock of Legacy Dave held by the Reporting Person were converted into 98,114,926 shares of Class A Common Stock of the Issuer. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The reported securities are held of record by Section 32 Fund 1, LP ("Fund 1"). Section 32 GP 1, LLC (the "GP"), the general partner of Fund 1, and William J. Maris, the managing member of the GP, may be deemed to share voting and dispositive power over the shares held by Fund 1. Such persons and entities disclaim beneficial ownership of shares held by Fund 1 except to the extent of any pecuniary interest therein.