SEC FORM 4

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^*

Vennettilli David

(Last)

(First)

(Middle)

130 EAST RANDOLPH STREET, SUITE 3400

(Street)

CHICAGO

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2022

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/10/2022		P		743	A	$2.6982⁽¹⁾	743	D
Class A Common Stock	05/11/2022		P		743	A	$2.7628⁽²⁾	1,486	D
Class V Common Stock⁽³⁾								195,469⁽⁴⁾	I	By DAV 513 Revocable Trust⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions with prices ranging from $2.6100 to $2.8105 for a weighted average sale price of $2.6982. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff 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. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18.

2. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions with prices ranging from $2.6800 to $2.8882 for a weighted average sale price of $2.7628. The reporting person undertakes to provide the issuer, any security holder of the issuer or the staff 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. All shares were purchased in accordance with the daily volume and other limitations and requirements of Rule 10b-18.

3. Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of 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 DAV 513 Revocable Trust to exercise) its right to exchange Class A common units of Opportunity Financial, LLC ("Opportunity Financial") 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 ("Exchange Rights").

4. Represents Class V Common Stock that the reporting person (or DAV 513 Revocable Trust) has the right to acquire pursuant to Exchange Rights with respect to an equivalent number of Class A common units of Opportunity Financial. Includes (i) 51,393 shares of Class V Common Stock subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets and (ii) 393 shares of Class V Common Stock that were reallocated to the reporting person (or DAV 513 Revocable Trust) upon surrender by certain members of Opportunity Financial.

5. The reporting person is the sole trustee and sole beneficiary of DAV 513 Revocable Trust.

Remarks:

	/s/ Marv Gurevich, Esq., as attorney-in-fact for David Vennettilli	05/12/2022
	** 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).
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