SEC Form SC 13G filed by Oportun Financial Corporation

(1)

Consists of 2,426,503 Shares (as defined herein) issuable upon the exercise of 2,426,503 immediately exercisable pre-funded warrants (“Warrants”) at an exercise price per share equal to $0.01 per Warrant, subject to the Beneficial Ownership Limitation (defined below), which are held directly by McLaren Harbor, LLC. The Warrants are subject to a blocker which prevents the holder from exercising the Warrants to the extent that, upon such exercise or conversion, the holder would beneficially own in excess of 9.99% of the Shares outstanding as a result of the exercise (the “Beneficial Ownership Limitation”).

(2)

Based on 35,971,037 Shares outstanding as of November 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2024, plus the total number of Shares that the Reporting Persons have the right to acquire upon exercise of Warrants, subject to the Beneficial Ownership Limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(i)(1) under the Act.

(1)

Consists of 2,426,503 Shares issuable upon the exercise of 2,426,503 Warrants subject to the Beneficial Ownership Limitation, which are held directly by McLaren Harbor, LLC.

(2)

Based on 35,971,037 Shares outstanding as of November 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2024, plus the total number of Shares that the Reporting Persons have the right to acquire upon exercise of Warrants, subject to the Beneficial Ownership Limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(i)(1) under the Act.

(1)

Consists of 2,426,503 Shares issuable upon the exercise of 2,426,503 Warrants subject to the Beneficial Ownership Limitation, which are held directly by McLaren Harbor, LLC.

(2)

Based on 35,971,037 Shares outstanding as of November 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2024, plus the total number of Shares that the Reporting Persons have the right to acquire upon exercise of Warrants, subject to the Beneficial Ownership Limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(i)(1) under the Act.

(1)

Consists of 2,426,503 Shares issuable upon the exercise of 2,426,503 Warrants subject to the Beneficial Ownership Limitation, which are held directly by McLaren Harbor, LLC.

(2)

Based on 35,971,037 Shares outstanding as of November 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2024, plus the total number of Shares that the Reporting Persons have the right to acquire upon exercise of Warrants, subject to the Beneficial Ownership Limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(i)(1) under the Act.

(1)

Consists of 2,426,503 Shares issuable upon the exercise of 2,426,503 Warrants subject to the Beneficial Ownership Limitation, which are held directly by McLaren Harbor, LLC.

(2)

Based on 35,971,037 Shares outstanding as of November 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2024, plus the total number of Shares that the Reporting Persons have the right to acquire upon exercise of Warrants, subject to the Beneficial Ownership Limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(i)(1) under the Act.

(1)

Consists of 2,426,503 Shares issuable upon the exercise of 2,426,503 Warrants subject to the Beneficial Ownership Limitation, which are held directly by McLaren Harbor, LLC.

(2)

Based on 35,971,037 Shares outstanding as of November 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 12, 2024, plus the total number of Shares that the Reporting Persons have the right to acquire upon exercise of Warrants, subject to the Beneficial Ownership Limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(i)(1) under the Act.

Item 1(a).

Name of Issuer:

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Item 2(a), (c).

Name of Person Filing:

i)

McLaren Harbor, LLC, a Delaware limited liability company;

ii)

CL VI Ventures Offshore, L.P., a Cayman Islands limited partnership;

iii)

Castlelake VI GP, L.P., a Delaware limited partnership;

iv)

Castlelake, L.P., a Delaware limited partnership;

v)

Rory O’Neill, a citizen of the United States of America;  and

vi)

Evan Carruthers, a citizen of the United States of America.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

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:

Item 4.

Ownership:

Item 4(a).

Amount Beneficially Owned:

Item 4(b).

Percent of Class:

Item 4(c).

Number of Shares as to Which Such Person Has:

Each of the Reporting Persons:
(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	2,426,503
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	2,426,503

Item 5.

Ownership of Five Percent or Less of a Class:

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Item 7.

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

Item 8.

Identification and Classification of Members of the Group:

Item 9.

Notice of Dissolution of Group:

Item 10.

Certification:

	MCLAREN HARBOR, LLC
	By:	/s/ William Stephen Venable Jr
		William Stephen Venable Jr
		Vice President
	CL VI VENTURES OFFSHORE, L.P.
	By:	/s/ William Stephen Venable Jr
		William Stephen Venable Jr
		Vice President
	CASTLELAKE VI GP, L.P.
	By:	/s/ William Stephen Venable Jr
		William Stephen Venable Jr
		Vice President
	CASTLELAKE, L.P.
	By:	/s/ William Stephen Venable Jr.
		William Stephen Venable Jr.
		Vice President
	RORY O’NEILL
	By:	/s/ Rory O’Neill
	EVAN CARRUTHERS
	By:	/s/ Evan Carruthers
November 21, 2024

Ex.		Page No.
A	Joint Filing Agreement	12

	MCLAREN HARBOR, LLC
	By:	/s/ William Stephen Venable Jr
		William Stephen Venable Jr
		Vice President
	CL VI VENTURES OFFSHORE, L.P.
	By:	/s/ William Stephen Venable Jr
		William Stephen Venable Jr
		Vice President
	CASTLELAKE VI GP, L.P.
	By:	/s/ William Stephen Venable Jr
		William Stephen Venable Jr
		Vice President
	CASTLELAKE, L.P.
	By:	/s/ William Stephen Venable Jr.
		William Stephen Venable Jr.
		Vice President
	RORY O’NEILL
	By:	/s/ Rory O’Neill
	EVAN CARRUTHERS
	By:	/s/ Evan Carruthers
November 21, 2024