Form 4: Theodore G. Schwartz Reports Changes in Beneficial Ownership of OppFi Inc.
SEC Form 4 Filing
Theodore G. Schwartz, a director and 10% owner of OppFi Inc., reported a transaction involving the forfeiture of Class A common units and related Class V common stock due to unearned earnout provisions.
Summary
- Theodore G. Schwartz, a director and 10% owner of OppFi Inc., filed a Form 4 detailing changes in beneficial ownership.
- On July 21, 2024, Schwartz forfeited 8,877,023 Class A common units of Opportunity Financial, LLC, for no consideration.
- This forfeiture was due to the units not being earned under the earnout provisions of the Business Combination Agreement dated February 9, 2021.
- In connection with the forfeiture, Schwartz is deemed to have forfeited the indirect right to cause OppFi Shares, LLC (OFS) to dispose of an equivalent number of shares of Class V Common Stock to the Issuer.
- Following the transaction, Schwartz beneficially owns 24,887,359 shares of Class V Common Stock indirectly through OppFi Shares, LLC and LTHS Capital Group LP.
Sentiment
Score: 5
Explanation: The document itself is neutral as it is a regulatory filing. The forfeiture of units could be seen as slightly negative, but it's part of a pre-existing agreement.
Negatives
- The forfeiture of Class A common units indicates that certain performance targets related to the earnout provisions were not met.
Risks
- The forfeiture of units may reflect negatively on the company's ability to achieve certain financial or operational goals set out in the Business Combination Agreement.
Industry Context
Form 4 filings are standard disclosures required by the SEC to ensure transparency in the ownership of publicly traded companies. This filing indicates a change in the ownership structure of OppFi Inc. due to the forfeiture of unearned equity.
Stakeholder Impact
- The forfeiture of units may have a minor impact on shareholders as it reflects the company's performance against earnout targets.
Key Dates
| Date | Description |
|---|---|
| February 9, 2021 | Date of the Business Combination Agreement between OppFi Inc., Opportunity Financial, OppFi Shares, LLC, and the representative of the members of Opportunity Financial. |
| July 21, 2024 | Date of the transaction involving the forfeiture of Class A common units and related Class V common stock. |
| July 23, 2024 | Date of signature for the Form 4 filing. |
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