OppFi Inc. — Director's Dealing 2021

Jul 24, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: OppFi Inc. (OPFI)
CIK: 0001818502
Period of Report: 2021-07-20

Reporting Person: SCHWARTZ THEODORE G (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class V Common Stock	33659058	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Units	$		Class A Common Stock (33659058)		Indirect

Footnotes

F1: Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (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 LTHS Capital Group LP to exercise) Exchange Rights (as defined below in footnote 5).

F2: Includes 8,849,693 shares of Class V Common Stock subject to forfeiture in the event that the Earnout Units (as defined below in footnote 6) are not earned.

F3: The shares of Class V Common Stock are held by OppFi Shares, LLC ("OFS"), which has sole voting power over the shares of Class V Common Stock reported in Table I hereof. The reporting person has the indirect right to cause OFS to dispose of the shares of Class V Common Stock reported in Table I hereof to the Issuer pursuant to the reporting person's (or LTHS Capital Group LP's) Exchange Rights.

F4: Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial") generally represent economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement") or applicable law.

F5: (Continued From footnote 4) Pursuant to the LLC Agreement, each Common Unit can be exchanged by the holder from time to time 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, following the expiration of a lock-up period of up to 9-months (the "Exchange Rights"). For each Common Unit so exchanged, one share of Class V Common Stock held by OFS will be canceled by the Issuer.

F6: Includes 8,849,693 Common Units subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets ("Earnout Units") by July 20, 2024, pursuant to the terms of that certain Business Combination Agreement, dated February 9, 2021, by and among the Issuer, Opportunity Financial, OFS and the representative of the members of Opportunity Financial. Exchange Rights may not be exercised with respect to Earnout Units unless and until such Earnout Units vest.

F7: The reporting person is the general partner of LTHS Capital Group LP and may be deemed to beneficially own the securities held by LTHS Capital Group LP. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.