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*
Nebula Holdings LLC

(Last) (First) (Middle)
FOUR EMBARCADERO CENTER, SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Open Lending Corp [ LPRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 12/14/2020 S 4,413,671 D $26.88 12,111,329(1) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Nebula Holdings LLC

(Last) (First) (Middle)
FOUR EMBARCADERO CENTER, SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
True Wind Capital, L.P.

(Last) (First) (Middle)
C/O TRUE WIND CAPITAL MANAGEMENT, L.P.,
FOUR EMBARCADERO CENTER, SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
True Wind Capital GP, LLC

(Last) (First) (Middle)
C/O TRUE WIND CAPITAL MANAGEMENT, L.P.,
FOUR EMBARCADERO CENTER, SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CLAMMER ADAM

(Last) (First) (Middle)
C/O TRUE WIND CAPITAL MANAGEMENT, L.P.,
FOUR EMBARCADERO CENTER, SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GREENE JAMES H JR

(Last) (First) (Middle)
C/O TRUE WIND CAPITAL MANAGEMENT, L.P.,
FOUR EMBARCADERO CENTER, SUITE 2100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. These shares represent shares of Open Lending Corporation common stock held by Nebula Holdings, LLC. True Wind Capital, L.P. is the managing member of Nebula Holdings, LLC and has voting and investment discretion with respect to the common stock held of record by Nebula Holdings, LLC. Adam Clammer and James Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. As such, True Wind Capital, L.P., Mr. Clammer and Mr. Greene may be deemed to have shared beneficial ownership of the common stock held directly by Nebula Holdings, LLC. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Remarks:
NEBULA HOLDINGS, LLC, By: True Wind Capital, L.P., its manager, By: True Wind Capital GP, LLC, its general partner, By: /s/ James H. Greene, Jr., Name: James H. Greene, Jr., Title: Managing Member 12/14/2020
TRUE WIND CAPITAL, L.P., By: True Wind Capital GP, LLC, its general partner, By: /s/ James H. Greene, Jr., Name: James H. Greene, Jr., Title: Managing Member 12/14/2020
TRUE WIND CAPITAL GP, LLC, By: /s/ James H. Greene, Jr., Name: James H. Greene, Jr., Title: Managing Member 12/14/2020
ADAM H. CLAMMER, /s/ Adam H. Clammer 12/14/2020
JAMES H. GREENE, JR., /s/ James H. Greene, Jr. 12/14/2020
** 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).
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