OppFi Inc. — Director's Dealing 2022

Nov 24, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OppFi Inc. (OPFI)
CIK: 0001818502
Period of Report: 2022-07-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-21	Class A Common Stock	P	7271	$2.4626	Acquired	381328	Indirect
2022-11-22	Class A Common Stock	P	7270	$2.4624	Acquired	388598	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-20	Restricted Stock Units	$0.00	A	46729	Acquired		Class A Common Stock (46729)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	18484	Direct
Class V Common Stock	33726877	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions with prices ranging from $2.42 to $2.48 for a weighted average sale price of $2.4626. 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.

F2: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions with prices ranging from $2.31 to $2.50 for a weighted average sale price of $2.4624. 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.

F3: 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 LTHS Capital Group LP 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").

F4: Represents shares of Class V Common Stock that the reporting person (or LTHS Capital Group LP) has the right to acquire pursuant to Exchange Rights with respect to an equivalent number of Class A common units of Opportunity Financial. Includes 8,867,405 shares of Class V Common Stock subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets.

F5: 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.

F6: Each restricted stock unit ("RSU") represents a contingent right to receive one share of OppFi Inc. Class A Common Stock, par value $0.0001 per share, and was granted pursuant to the OppFi Inc. 2021 Equity Incentive Plan (the "Plan"). 100% of the RSUs will vest on the earlier of (i) the one-year anniversary of the date of grant or (ii) the next annual meeting of stockholders of OppFi Inc., subject to the reporting person's continued service with the issuer and the terms of the Plan.