SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

	1.	Names of Reporting Persons Madrone Partners, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 2,109,410 Shares (2)
			6.		Shared Voting Power 0 Shares
			7.		Sole Dispositive Power 2,109,410 Shares (2)
			8.		Shared Dispositive Power 0 Shares
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,109,410 Shares (2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row 9 7.8% (3)
	12.	Type of Reporting Person (See Instructions) PN

 

(1) This Schedule 13G is filed by Madrone Partners, L.P. (“Madrone”), Madrone Capital Partners, LLC (“Madrone GP”), Greg Penner (“Penner”), Jameson McJunkin (“McJunkin”) and Thomas Patterson (“Patterson” and, together with the Madrone, Madrone GP, Penner and McJunkin, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held by Madrone. Madrone GP is the general partner of Madrone.  Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.

 

(3) This percentage is calculated based on 27,001,251 shares of the Issuer’s stock outstanding as of November 8, 2019, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 13, 2019.

 

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	1.	Names of Reporting Persons Madrone Capital Partners, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0 Shares
			6.		Shared Voting Power 2,109,410 Shares (2)
			7.		Sole Dispositive Power 0 Shares
			8.		Shared Dispositive Power 2,109,410 Shares (2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,109,410 Shares (2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row 9 7.8% (3)
	12.	Type of Reporting Person (See Instructions) OO

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held by Madrone. Madrone GP is the general partner of Madrone.  Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.

 

(3) This percentage is calculated based on 27,001,251 shares of the Issuer’s stock outstanding as of November 8, 2019, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 13, 2019.

 

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	1.	Names of Reporting Persons Greg Penner
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0 Shares
			6.		Shared Voting Power 2,109,410 Shares (2)
			7.		Sole Dispositive Power 0 Shares
			8.		Shared Dispositive Power 2,109,410 Shares (2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,109,410 Shares (2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row 9 7.8% (3)
	12.	Type of Reporting Person (See Instructions) IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held by Madrone. Madrone GP is the general partner of Madrone.  Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.

 

(3) This percentage is calculated based on 27,001,251 shares of the Issuer’s stock outstanding as of November 8, 2019, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 13, 2019.

 

4

 

	1.	Names of Reporting Persons Jameson McJunkin
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0 Shares
			6.		Shared Voting Power 2,109,410 Shares (2)
			7.		Sole Dispositive Power 0 Shares
			8.		Shared Dispositive Power 2,109,410 Shares (2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,109,410 Shares (2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row 9 7.8% (3)
	12.	Type of Reporting Person (See Instructions) IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held by Madrone. Madrone GP is the general partner of Madrone.  Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.

 

(3) This percentage is calculated based on 27,001,251 shares of the Issuer’s stock outstanding as of November 8, 2019, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 13, 2019.

 

5

 

	1.	Names of Reporting Persons Thomas Patterson
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x (1)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0 Shares
			6.		Shared Voting Power 2,109,410 Shares (2)
			7.		Sole Dispositive Power 0 Shares
			8.		Shared Dispositive Power 2,109,410 Shares (2)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,109,410 Shares (2)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row 9 7.8% (3)
	12.	Type of Reporting Person (See Instructions) IN

 

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held by Madrone. Madrone GP is the general partner of Madrone.  Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.

 

(3) This percentage is calculated based on 27,001,251 shares of the Issuer’s stock outstanding as of November 8, 2019, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 13, 2019.

 

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Introductory Note:  This Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Oportun Financial Corporation.

 

Item 1(a).	Name of Issuer: Oportun Financial Corporation
Item 1(b).	Address of Issuer’s Principal Executive Offices: 2 Circle Star Way, San Carlos, CA 94070
Item 2(a).	Name of Person Filing: Madrone Partners, L.P. Madrone Capital Partners, LLC Greg Penner Jameson McJunkin Thomas Patterson
Item 2(b).	Address of Principal Business Office or, if none, Residence: 1149 Chestnut Street, Suite 200, Menlo Park, California 94025
Item 2(c).	Citizenship: All entities were organized in Delaware. All Individuals are United States Citizens
Item 2(d).	Title of Class of Securities: Common Stock
Item 2(e).	CUSIP Number: 68376D104
Item 3.	If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable.
Item 4.	Ownership

 

Fund Entities		Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (2)
Madrone Partners L.P. (1)		2,109,410		2,109,410		0		2,109,410		0		2,109,410		7.8	%
Madrone Capital Partners, LLC (1)		0		0		2,109,410		0		2,109,410		2,109,410		7.8	%
Greg Penner (1)		0		0		2,109,410		0		2,109,410		2,109,410		7.8	%
Jameson McJunkin (1)		0		0		2,109,410		0		2,109,410		2,109,410		7.8	%
Thomas Patterson (1)		0		0		2,109,410		0		2,109,410		2,109,410		7.8	%

 

(1) The shares are held by Madrone. Madrone GP is the general partner of Madrone.  Greg Penner, Jameson McJunkin and Thomas Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.

 

(2)   This percentage is calculated based on 27,001,251 shares of the Issuer’s stock outstanding as of November 8, 2019, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 13, 2019.

 

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Item 5.                                 Ownership of 5 Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  o.

 

Item 6.                                 Ownership of More than 5 Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.                                 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.                                 Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.                                 Notice of Dissolution of a Group

 

Not applicable.

 

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Item 10.                          Certification

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

EXHIBITS

 

A:            Joint Filing Agreement

 

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EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Oportun Financial Corporation is filed on behalf of each of us.

 

 

 

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