X0206 3 2019-09-25 0 0001538716 Oportun Financial Corp OPRT 0001251447 PASCARELLA CARL C/O OPORTUN FINANCIAL CORPORATION 2 CIRCLE STAR WAY SAN CARLOS CA 94070 1 0 0 0 Common Stock 18750 D Series D-1 Convertible Preferred Stock Common Stock 157992 I See footnote. Series E-1 Convertible Preferred Stock Common Stock 84336 I See footnote. Series F Convertible Preferred Stock Common Stock 111185 I See footnote. Series G Convertible Preferred Stock Common Stock 135342 I See footnote. Restricted Stock Units Common Stock 3569 D Stock Option (Right to Buy) 26.40 2021-10-11 Common Stock 7272 D Stock Option (Right to Buy) 26.40 2021-10-11 Common Stock 1818 D Stock Option (Right to Buy) 1.32 2022-08-01 Common Stock 8522 D Each share of Series D-1 Preferred Stock is convertible into 1.789396 shares of Common Stock and has no expiration date. Immediately upon the consummation of the Issuer's Initial Public Offering ("IPO"), all shares of Series D-1 Preferred Stock will convert to Common Stock, with all fractional shares to be converted to Common Stock on an aggregate basis. Each share of Series E-1 Preferred Stock is convertible into 1.9291389 shares of Common Stock and has no expiration date. Immediately upon the consummation of the Issuer's IPO, all shares of Series E-1 Preferred Stock will convert to Common Stock, with all fractional shares to be converted to Common Stock on an aggregate basis. Each share of Series F Preferred Stock is convertible into 2.697117 shares of Common Stock and has no expiration date. Immediately upon the consummation of the Issuer's IPO, all shares of Series F Preferred Stock will convert to Common Stock, with all fractional shares to be converted to Common Stock on an aggregate basis. Each share of Series G Preferred Stock is convertible into 1.48169754120 shares of Common Stock and has no expiration date. Immediately upon the consummation of the Issuer's IPO, all shares of Series G Preferred Stock will convert to Common Stock, with all fractional shares to be converted to Common Stock on an aggregate basis. 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. The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest quarterly over one (1) year from June 6, 2019, provided that the Reporting Person remains in continuous service to the Issuer on each vesting date (the "Service and Vesting Requirement"). In addition to the Service and Vesting Requirement, the shares will only vest upon (i) change in control of the Issuer or (ii) the first trading date following the expiration of the lock-up period applicable in connection with the Issuer's Initial Public Offering of Common Stock, whichever occurs first. The option is fully vested. /s/ Kathleen Layton (Attorney-in-Fact) 2019-09-25