SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SCHWARTZ THEODORE G

(Last)

(First)

(Middle)

ONE NORTH WACKER DRIVE, SUITE 3605

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OppFi Inc. [ OPFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class V Common Stock⁽¹⁾	03/18/2025		D⁽²⁾		36,230⁽²⁾	D	$0⁽²⁾	24,691,808	I	By OppFi Shares, LLC⁽³⁾
Class V Common Stock⁽¹⁾	03/18/2025		D⁽²⁾		18,116⁽²⁾	D	$0⁽²⁾	24,673,692	I	By OppFi Shares, LLC⁽³⁾
Class A Common Stock	03/18/2025		M⁽⁴⁾		36,230	A	$0⁽⁴⁾	36,230	I	By LTHS Capital Group LP⁽⁵⁾
Class A Common Stock	03/18/2025		S⁽⁶⁾		36,230	D	$9.0729⁽⁷⁾	0	I	By LTHS Capital Group LP⁽⁵⁾
Class A Common Stock	03/18/2025		M⁽⁴⁾		18,116	A	$0⁽⁴⁾	18,116	I	By LTHS Revocable Trust
Class A Common Stock	03/18/2025		S⁽⁶⁾		18,116	D	$9.0729⁽⁷⁾	0	I	By LTHS Revocable Trust
Class V Common Stock⁽¹⁾	03/19/2025		D⁽²⁾		70,404⁽²⁾	D	$0⁽²⁾	24,603,288	I	By OppFi Shares, LLC⁽³⁾
Class V Common Stock⁽¹⁾	03/19/2025		D⁽²⁾		35,202⁽²⁾	D	$0⁽²⁾	24,568,086	I	By OppFi Shares, LLC⁽³⁾
Class A Common Stock	03/19/2025		M⁽⁴⁾		70,404	A	$0⁽⁴⁾	70,404	I	By LTHS Capital Group LP⁽⁵⁾
Class A Common Stock	03/19/2025		S⁽⁶⁾		70,404	D	$9.5738⁽⁸⁾	0	I	By LTHS Capital Group LP⁽⁵⁾
Class A Common Stock	03/19/2025		M⁽⁴⁾		35,202	A	$0⁽⁴⁾	35,202	I	By LTHS Revocable Trust
Class A Common Stock	03/19/2025		S⁽⁶⁾		35,202	D	$9.5738⁽⁸⁾	0	I	By LTHS Revocable Trust
Class A Common Stock								186,737	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Units⁽⁹⁾	$0	03/18/2025		M			36,230	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	36,230	$0	23,744,914	I	By LTHS Capital Group LP⁽⁵⁾
Class A Common Units⁽⁹⁾	$0	03/18/2025		M			18,116	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	18,116	$0	928,778	I	By LTHS Revocable Trust
Class A Common Units⁽⁹⁾	$0	03/19/2025		M			70,404	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	70,404	$0	23,674,510	I	By LTHS Capital Group LP⁽⁵⁾
Class A Common Units⁽⁹⁾	$0	03/19/2025		M			35,202	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	35,202	$0	893,576	I	By LTHS Revocable Trust

Explanation of Responses:

1. 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 or LTHS Revocable Trust to exercise) Exchange Rights (as defined below in footnote 9).

2. Reflects the cancellation of shares of Class V Common Stock in connection with the exercise of the Exchange Rights with respect to an equivalent number of Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial").

3. 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 or LTHS Revocable Trust's) Exchange Rights.

4. Reflects shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer received in connection with the exercise of the Exchange Rights.

5. The reporting person is the manager of 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.

6. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2024.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions with prices ranging from $8.835 to $9.19 for a weighted average sale price of $9.0729. 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 sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions with prices ranging from $9.175 to $9.78 for a weighted average sale price of $9.5738. 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 sold at each separate price within the range set forth in this footnote.

9. Common Units 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. 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 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 (the "Exchange Rights").

	/s/ Marv Gurevich, Esq., as attorney-in-fact for Theodore G. Schwartz	03/20/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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