Oppenheimer Main Street Mid Cap Fund

N-CSRS 1 d638693dncsrs.htm OPPENHEIMER MAIN STREET MID CAP FUND Oppenheimer Main Street Mid Cap Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-09333

Oppenheimer Main Street Mid Cap Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Cynthia Lo Bessette

OFI Global Asset Management, Inc.

225 Liberty Street, New York, New York 10281-1008

(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: June 30

Date of reporting period: 12/31/2018

Item 1. Reports to Stockholders.

LOGO

Semiannual Report 12/31/2018 Important Notice: The Securities and Exchange Commission will permit funds to deliver shareholder reports electronically beginning January 1, 2021. At that time, OppenheimerFunds will send a notice, either by mail or email, each time your fund’s updated report is available on our website (oppenheimerfunds.com). Investors enrolled in electronic delivery will receive the notice by email, with links to the updated report. Investors who are not enrolled in electronic delivery by January 1, 2021 will receive the notice in the mail. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option free of charge by calling 1.800.225.5677.

Important Updates

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries OFI Global Asset Management, Inc., OFI SteelPath, Inc. and OFI Advisors, LLC, announced that it has entered into an agreement whereby Invesco Ltd., a global investment management company, will acquire OppenheimerFunds, Inc. As of the date of this report, the transaction is expected to close in the second quarter of 2019, pending necessary regulatory and other third-party approvals. This is subject to change. See the Notes to Financial Statements for more information.

Update to Shareholder Report Document Delivery

Beginning January 1, 2021, OppenheimerFunds will send a notice, either by mail or email, each time your fund’s updated report is available on our website (oppenheimerfunds.com). Investors who are not enrolled in electronic delivery by January 1, 2021 will receive the notice in the mail. Enrolling in electronic delivery will enable you to receive a direct link to your full shareholder report the moment it becomes available, and limit the amount of mail you receive. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option.

How do you update your delivery preferences?

If you own these shares through a financial intermediary, you may contact your financial intermediary.

If your accounts are held through OppenheimerFunds and you receive statements, confirms, and other documents directly from us, you can enroll in our eDocs Direct^SM service at oppenheimerfunds.com or by calling us. Once you’re enrolled, you’ll begin to receive email notifications of updated documents when they become available. If you have any questions, feel free to call us at 1.800.225.5677.

Table of Contents



Fund Performance Discussion			4

Top Holdings and Allocations			7

Fund Expenses			10

Statement of Investments			12

Statement of Assets and Liabilities			15

Statement of Operations			17

Statements of Changes in Net Assets			18

Financial Highlights			19

Notes to Financial Statements			29

Board Approval of the Fund’s Investment Advisory and Sub-Advisory Agreements			42

Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments			45

Distribution Sources			46

Trustees and Officers			47

Privacy Notice			48

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 12/31/18


	Class A Shares of the Fund
	Without Sales Charge		With Sales Charge		Russell Midcap Index
6-Month		-15.49%		-20.35%		-11.14%
1-Year		-12.25		-17.30		-9.06
5-Year		3.52		2.30		6.26
10-Year		11.76		11.10		14.03

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund returns include changes in share price, reinvested distributions, and a 5.75% maximum applicable sales charge except where “without sales charge” is indicated. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. Returns for periods of less than one year are cumulative and not annualized. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

3 OPPENHEIMER MAIN STREET MID CAP FUND

Fund Performance Discussion

During a volatile six-month period ended December 31, 2018, the Fund’s Class A shares (without sales charge) returned -15.49%. In comparison, the Fund underperformed the Russell Midcap Index (the “Index”), which returned -11.14% during the same period. The Fund’s underperformance versus the Index stemmed largely from stock selection in the Information Technology and Utilities sectors, and an overweight position in the Energy sector. Alternatively, the Fund outperformed the Index in the Industrials and Health Care sectors due to stock selection.

MARKET OVERVIEW

The U.S. economy continues to exhibit good economic growth, low unemployment and modest inflation. This is driven partly by tax cuts, technological innovation and falling regulatory hurdles. That said, the effects of the strain in the trading relationship with China have been a headwind to growth, but not nearly enough to offset the strong momentum in the economy.

Markets were volatile in 2018, particularly later in the year. Mid-cap stocks, and equity markets in general, were under severe pressure during the fourth quarter of 2018, with the Russell Midcap Index declining by roughly 15%. The S&P 500 Index also experienced its worst quarterly return since the depths of the financial crises in 2008.

We continue to focus on the fundamentals of each business to drive our investment decisions versus getting caught up in the temporary emotions of the market, always with the long-term welfare of our shareholders in mind. Our philosophy is to focus on companies with sustainable competitive advantages that can outperform in most market environments. We combine this with our valuation discipline to seek

a margin of safety, with downside protection an important consideration.

FUND REVIEW

Holdings that contributed positively to the Fund’s performance this period included Spirit Airlines, Red Hat, and Coca-Cola European Partners (CCEP).

A confluence of positive events happened at Spirit Airlines during the last half of 2018. The company’s new pilot contract signed in early 2018, while expensive in absolute terms, allowed

Spirit to greatly increase its efficiency. This helped the performance of its network (better on-times, fewer cancellations, etc.) as well as allowed the company to lower unit costs. Moreover, weather (i.e. hurricanes) had a much more benign impact in 2018 versus 2017. Finally, and perhaps most importantly, competitive rivalry was muted in 2018 against the backdrop of a strong economy for consumers, allowing Spirit to raise fares at above-average rates.

Red Hat is a software-as-a-solution (SaaS) company. Shares of the company benefitted from

4 OPPENHEIMER MAIN STREET MID CAP FUND

the announcement of IBM’s intent to acquire the company for $190 per share in cash.

CCEP operates Coca Cola bottlers in Continental Europe, and reported strong sales and earnings results. The stock also benefitted from investors’ preference for defensiveness in the fourth quarter of 2018.

Top detractors from relative performance included Noble Energy, AmeriGas Partners, and Conagra Brands.

Weakness in Noble Energy was predominantly driven by falling oil prices, where the company has significant exposure. We expect Noble to lower their capital expenditures and hence production growth in order to maintain a strong balance sheet.

AmeriGas engages in the distribution of propane and related equipment and supplies. It experienced declines in the volatile fourth quarter of 2018.

In their first quarter reported post the Pinnacle

Foods acquisition, Conagra management lowered the sales and margin outlook for Pinnacle, which, in our view, gives the appearance that Conagra overpaid for the asset. Although Pinnacle is only 25% of Conagra’s business, this severely damaged Wall Street’s confidence in Conagra’s management.

STRATEGY & OUTLOOK

In the short term, we expect the U.S. economy to continue to show economic growth, albeit at

slower rates than experienced in 2018 as the “sugar high” from tax cuts wears off. This will be driven by favorable ongoing consumer confidence, falling regulatory hurdles, as well as technological innovation. The biggest macro risks we see are trade tariffs and higher interest rates.

Speculation remains at an elevated level. Mania around cryptocurrency earlier in the year and cannabis stocks more recently are symptoms of this. We believe an equally big risk to stock prices is the stock market’s preference for so called “disruptors” and the potential for stocks with this perceived characteristic to become crowded trades and have valuations untethered to financial reality. While some of the high flyers lost altitude in the fourth quarter as the market corrected, a true capitulation point has not yet been reached.

Regarding trade tariffs, while concern has risen in recent weeks, the market continues to view bluster from D.C. as a negotiating tactic and is implying that all will end well. So far this has been borne out in trade negotiations between the U.S., Mexico and Canada. A true escalation could severely hamper global growth and thereby stock prices. Innovation, while a positive for the overall economy over the long term, creates short-term disruptions of which to be cognizant. Lastly, we are afraid companies have become addicted to low interest rates. If interest rates were to continue to rise materially, some companies’ historical decisions may seem like a misallocation of capital and negatively impact their stock prices.

We believe a rise in interest rates and other monetary tightening will have profound implications for the equity markets. Due to the

5 OPPENHEIMER MAIN STREET MID CAP FUND

2008 crisis, interest rates were driven to record lows and a flood of liquidity was unleashed. Short-term interest rates were at essentially zero and even longer rates were driven to around 2%. This was not just flash in the pan either, as the rates stayed at these levels for multiple years. When the cost of money became close to zero and its availability abundant, the equity market’s horizon became longer for start-ups delivering profits. As a result, we have seen several companies focus on revenue growth through disruption without regard to profit generation.

We are afraid even established companies are addicted to low interest rates which is not sustainable for longer-term profitable growth. Once this corrects, we believe that it will be healthy in the longer-term because it will drive companies to generate profits. “Profitable Revenue Growth” is generally better, tougher and more sustainable than mere “Revenue Growth”. We believe that over time, companies that generate such profitable growth are more durable investments with better down-side protection even though they may look a little short in a speculative environment. As a famous investor once said, you don’t know who has been

swimming naked until the tide rolls out. At the moment, the tide is lower than it was a few months ago, but still relatively high. We know this won’t be the situation in perpetuity.

We continue to maintain our discipline around valuation and focus on companies we believe have competitive advantages and skilled management teams that are out-executing peers. Evidence of this in the companies we look for includes high returns on invested capital, consistently strong pricing power, and/or rising market shares. During times of economic volatility such companies frequently widen their lead over weaker competitors. We seek to invest in companies characterized by these qualities at compelling valuations and believe this disciplined approach is essential to generating superior long-term performance, especially in down markets.

We fully believe that over a complete market cycle, the value of our strategy will become apparent again. We thank you for your confidence in us, and we are invested alongside you in the Fund.

LOGO

Raymond Anello, CFA

Portfolio Manager

Raymond Anello, CFA and Lead Portfolio

Manager, on behalf of the Portfolio

Management team: Matthew P. Ziehl, CFA,

Raman Vardharaj, CFA, Joy Budzinski, Kristin

Ketner, Magnus Krantz and Adam Weiner.

6 OPPENHEIMER MAIN STREET MID CAP FUND

Top Holdings and Allocations

TOP TEN COMMON STOCK HOLDINGS


Eastman Chemical Co.	4.1	%
First Data Corp., Cl. A	3.5
Noble Energy, Inc.	3.3
Microchip Technology, Inc.	3.1
Conagra Brands, Inc.	2.7
Prologis, Inc.	2.5
Spirit Airlines, Inc.	2.4
DXC Technology Co.	2.4
T-Mobile US, Inc.	2.3
AmeriGas Partners LP	2.2

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2018, and are based on net assets.

TOP TEN COMMON STOCK INDUSTRIES


Real Estate Investment Trusts (REITs)	8.2	%
Oil, Gas & Consumable Fuels	7.1
IT Services	6.8
Commercial Banks	5.4
Semiconductors & Semiconductor Equipment	5.3
Health Care Equipment & Supplies	4.7
Specialty Retail	4.5
Chemicals	4.1
Aerospace & Defense	3.7
Machinery	3.5

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2018, and are based on net assets.

SECTOR ALLOCATION

LOGO

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2018, and are based on the total market value of common stocks.

For more current Fund holdings, please visit oppenheimerfunds.com.

7 OPPENHEIMER MAIN STREET MID CAP FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 12/31/18


	Inception Date		6-Month			1-Year			5-Year			10-Year
Class A (OPMSX)		8/2/99		-15.49	%		-12.25	%		3.52	%		11.76	%
Class C (OPMCX)		8/2/99		-15.81			-12.89			2.75			10.93
Class I (OPMIX)		10/26/12		-15.33			-11.90			3.96			9.02	*
Class R (OPMNX)		3/1/01		-15.60			-12.48			3.26			11.47
Class Y (OPMYX)		8/2/99		-15.39			-12.03			3.78			12.11

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 12/31/18


	Inception Date		6-Month			1-Year			5-Year			10-Year
Class A (OPMSX)		8/2/99		-20.35	%		-17.30	%		2.30	%		11.10	%
Class C (OPMCX)		8/2/99		-16.53			-13.64			2.75			10.93
Class I (OPMIX)		10/26/12		-15.33			-11.90			3.96			9.02	*
Class R (OPMNX)		3/1/01		-15.60			-12.48			3.26			11.47
Class Y (OPMYX)		8/2/99		-15.39			-12.03			3.78			12.11

*Shows performance since inception.

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800. CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75% and for Class C shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I, Class R and Class Y shares. Returns for periods of less than one year are cumulative and not annualized. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

The Fund’s performance is compared to the performance of the Russell Midcap Index. The Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap Index is a subset of the Russell 1000 Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap Index represents approximately 31% of the total market capitalization of the Russell 1000 companies. The Index is unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

8 OPPENHEIMER MAIN STREET MID CAP FUND

The views in the Fund Performance Discussion represent the opinions of this Fund’s portfolio manager(s) and are not intended as investment advice or to predict or depict the performance of any investment. These views are as of the close of business on December 31, 2018, and are subject to change based on subsequent developments. The Fund’s portfolio and strategies are subject to change.

Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, visiting oppenheimerfunds.com, or calling 1.800.CALL OPP (225.5677). Read prospectuses and summary prospectuses carefully before investing.

Shares of Oppenheimer funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested.

9 OPPENHEIMER MAIN STREET MID CAP FUND

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and/or contingent deferred sales charges on redemptions; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2018.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended December 31, 2018” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

10 OPPENHEIMER MAIN STREET MID CAP FUND


Actual	Beginning Account Value July 1, 2018	Ending Account Value December 31, 2018	Expenses Paid During 6 Months Ended December 31, 2018
Class A	$ 1,000.00	$ 845.10	$ 5.08
Class C	1,000.00	841.90	8.63
Class I	1,000.00	846.70	3.17
Class R	1,000.00	844.00	6.25
Class Y	1,000.00	846.10	3.92

Hypothetical
(5% return before expenses)
Class A	1,000.00	1,019.71	5.56
Class C	1,000.00	1,015.88	9.44
Class I	1,000.00	1,021.78	3.47
Class R	1,000.00	1,018.45	6.84
Class Y	1,000.00	1,020.97	4.29

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended December 31, 2018 are as follows:


Class	Expense Ratios
Class A		1.09	%
Class C		1.85
Class I		0.68
Class R		1.34
Class Y		0.84

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

11 OPPENHEIMER MAIN STREET MID CAP FUND

STATEMENT OF INVESTMENTS December 31, 2018 Unaudited


	Shares		Value
Common Stocks—100.0%
Consumer Discretionary—9.9%
Auto Components—2.3%
Lear Corp.		149,850	$	18,410,571
Visteon Corp.¹		451,560		27,220,037
				45,630,608
Diversified Consumer Services—1.2%
Weight Watchers
International, Inc.¹		599,880		23,125,374
Hotels, Restaurants & Leisure—1.5%
Wendy’s Co. (The)		1,844,190		28,787,806
Specialty Retail—4.5%
Burlington Stores, Inc.¹		90,320		14,692,354
O’Reilly Automotive, Inc.¹		42,480		14,627,138
Ross Stores, Inc.		280,410		23,330,112
Ulta Beauty, Inc.¹		149,720		36,657,445
				89,307,049
Textiles, Apparel & Luxury Goods—0.4%
Hanesbrands, Inc.		676,000		8,470,280
Consumer Staples—4.1%
Beverages—1.4%
Coca-Cola European Partners plc		612,830		28,098,256
Food Products—2.7%
Conagra Brands, Inc.		2,482,020		53,015,947
Energy—7.1%
Oil, Gas & Consumable Fuels—7.1%
Magellan Midstream Partners LP²		585,929		33,433,109
Noble Energy, Inc.		3,478,663		65,259,718
Shell Midstream Partners LP²		2,514,830		41,268,360
				139,961,187
Financials—16.5%
Commercial Banks—5.4%
East West Bancorp, Inc.		743,320		32,356,720
Huntington Bancshares, Inc.		2,116,470		25,228,322
Sterling Bancorp		1,792,880		29,600,449


	Shares		Value
Commercial Banks (Continued)
SVB Financial Group¹		109,210	$	20,741,163
				107,926,654
Insurance—2.9%
Arthur J. Gallagher & Co.		274,200		20,208,540
Fidelity National Financial, Inc.		561,200		17,644,128
Lincoln National Corp.		371,089		19,040,577
				56,893,245
Real Estate Investment Trusts (REITs)—8.2%
AGNC Investment Corp.		1,476,024		25,889,461
Equinix, Inc.		59,260		20,892,706
Lamar Advertising Co., Cl. A		478,880		33,128,918
Mid-America Apartment Communities, Inc.		121,179		11,596,830
Outfront Media, Inc.		372,810		6,755,317
Prologis, Inc.		849,190		49,864,437
SL Green Realty Corp.		181,940		14,387,815
				162,515,484
Health Care—10.2%
Biotechnology—2.2%
BioMarin Pharmaceutical, Inc.¹		171,770		14,626,215
Exact Sciences Corp.¹		197,620		12,469,822
Sarepta Therapeutics, Inc.¹		55,090		6,011,972
Vertex Pharmaceuticals, Inc.¹		64,590		10,703,209
				43,811,218
Health Care Equipment & Supplies—4.7%
ABIOMED, Inc.¹		41,660		13,541,166
Boston Scientific Corp.¹		687,470		24,295,190
IDEXX Laboratories, Inc.¹		64,970		12,085,719
Insulet Corp.¹		186,450		14,789,214
Intuitive Surgical, Inc.¹		19,750		9,458,670

12 OPPENHEIMER MAIN STREET MID CAP FUND


	Shares		Value
Health Care Equipment & Supplies (Continued)
Zimmer Biomet Holdings, Inc.		188,200	$	19,520,104
				93,690,063
Health Care Providers & Services—2.2%
LHC Group, Inc.¹		140,830		13,221,120
WellCare Health Plans, Inc.¹		125,150		29,546,664
				42,767,784
Life Sciences Tools & Services—1.1%
Agilent Technologies, Inc.		329,860		22,252,356
Industrials—19.6%
Aerospace & Defense—3.7%
L3 Technologies, Inc.		180,960		31,425,513
Spirit AeroSystems Holdings, Inc., Cl. A		573,940		41,375,335
				72,800,848
Air Freight & Couriers—0.8%
XPO Logistics, Inc.¹		289,010		16,485,131
Airlines—3.4%
Alaska Air Group, Inc.		318,270		19,366,729
Spirit Airlines, Inc.¹		820,714		47,535,755
				66,902,484
Building Products—2.3%
A.O. Smith Corp.		415,280		17,732,456
Masco Corp.		932,680		27,271,563
				45,004,019
Commercial Services & Supplies—2.2%
KAR Auction Services, Inc.		639,750		30,528,870
Waste Connections, Inc.		180,663		13,414,228
				43,943,098
Machinery—3.5%
Stanley Black & Decker, Inc.		323,420		38,726,311
Wabtec Corp.		423,710		29,765,627
				68,491,938
Professional Services—1.1%
Korn/Ferry International		539,780		21,342,901
Road & Rail—1.5%
Canadian Pacific Railway Ltd.		173,910		30,889,894


	Shares		Value
Trading Companies & Distributors—1.1%
Fastenal Co.		415,133	$	21,707,305
Information Technology—17.9%
Communications Equipment—3.0%
Motorola Solutions, Inc.		218,860		25,177,655
Palo Alto Networks, Inc.¹		180,500		33,997,175
				59,174,830
IT Services—6.8%
DXC Technology Co.		878,720		46,721,542
First Data Corp., Cl. A¹		4,114,929		69,583,449
Perspecta, Inc.		1,069,416		18,415,344
				134,720,335
Semiconductors & Semiconductor
Equipment—5.3%
Applied Materials, Inc.		828,251		27,116,938
Microchip Technology, Inc.		851,120		61,212,550
MKS Instruments, Inc.		253,620		16,386,388
				104,715,876
Software—2.0%
Q2 Holdings, Inc.¹		212,530		10,530,862
ServiceNow, Inc.¹		172,340		30,685,137
				41,215,999
Technology Hardware, Storage & Peripherals—0.8%
Western Digital Corp.		419,972		15,526,365
Materials—6.2%
Chemicals—4.1%
Eastman Chemical Co.		1,097,720		80,254,309
Metals & Mining—2.1%
Franco-Nevada Corp.		594,980		41,749,747
Telecommunication Services—2.9%
Diversified Telecommunication Services—0.6%
Zayo Group Holdings, Inc.¹		497,446		11,361,666
Wireless Telecommunication Services—2.3%
T-Mobile US, Inc.¹		728,870		46,363,421

13 OPPENHEIMER MAIN STREET MID CAP FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Shares		Value
Utilities—5.6%
Electric Utilities—2.4%
Duke Energy Corp.		224,560	$	19,379,528
PG&E Corp.¹		386,190		9,172,013
PPL Corp.		696,440		19,730,145
				48,281,686
Gas Utilities—2.2%
AmeriGas Partners LP²		1,712,449		43,324,960
Multi-Utilities—1.0%
Dominion Energy, Inc.		261,200		18,665,352
Total Common Stocks
(Cost $2,076,648,740)				1,979,175,475


	Shares			Value
Investment Company—0.1%
Oppenheimer Institutional Government Money Market Fund, Cl. E, 2.35%^3,4(Cost $1,401,578)		1,401,578		$	1,401,578
Total Investments, at Value (Cost $2,078,050,318)		100.1	%		1,980,577,053
Net Other Assets (Liabilities)		(0.1	)		(1,869,303	)

Net Assets		100.0%		$	1,978,707,750

Footnotes to Statement of Investments

1. Non-income producing security.

2. Security is a Master Limited Partnership.

3. Rate shown is the 7-day yield at period end.

4. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the reporting period, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the reporting period in which the issuer was an affiliate are as follows:

Shares

Gross

December 31,

June 30, 2018

Additions

Reductions

2018

Investment Company

Oppenheimer Institutional Government Money Market Fund, Cl. E

33,878,541

453,901,570

486,378,533

1,401,578

Change in

Realized

Unrealized

Value

Income

Gain (Loss)

Investment Company

Oppenheimer Institutional Government Money Market Fund, Cl. E

1,401,578

446,596

—

See accompanying Notes to Financial Statements.

14 OPPENHEIMER MAIN STREET MID CAP FUND

STATEMENT OF ASSETS AND LIABILITIES December 31, 2018 Unaudited


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $2,076,648,740)	$	1,979,175,475
Affiliated companies (cost $1,401,578)		1,401,578
		1,980,577,053
Cash		4,999,996
Receivables and other assets:
Shares of beneficial interest sold		3,367,023
Dividends		2,663,532
Other		256,289
Total assets		1,991,863,893

Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		12,569,706
Distribution and service plan fees		320,512
Trustees’ compensation		224,377
Shareholder communications		3,911
Other		37,637
Total liabilities		13,156,143

Net Assets	$	1,978,707,750


Composition of Net Assets
Par value of shares of beneficial interest	$	96,179
Additional paid-in capital		2,065,009,513
Total accumulated loss		(86,397,942	)

Net Assets	$	1,978,707,750

15 OPPENHEIMER MAIN STREET MID CAP FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued


Net Asset Value Per Share
Class A Shares:

Net asset value and redemption price per share (based on net assets of $1,079,189,906 and 51,993,031 shares of beneficial interest outstanding)	$	20.76

Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	22.03

Class C Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $212,426,907 and 12,838,785 shares of beneficial interest outstanding)	$	16.55

Class I Shares:

Net asset value, redemption price and offering price per share (based on net assets of

$143,131,925 and 6,347,577 shares of beneficial interest outstanding)	$	22.55

Class R Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $136,479,942 and 6,998,351 shares of beneficial interest outstanding)	$	19.50

Class Y Shares:

Net asset value, redemption price and offering price per share (based on net assets of $407,479,070 and 18,000,827 shares of beneficial interest outstanding)	$	22.64

See accompanying Notes to Financial Statements.

16 OPPENHEIMER MAIN STREET MID CAP FUND

STATEMENT OF

OPERATIONS For the Six Months Ended December 31, 2018 Unaudited


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $68,481)	$	17,898,127
Affiliated companies		446,596
Interest		11,292
Total investment income		18,356,015

Expenses
Management fees		8,152,638
Distribution and service plan fees:
Class A		1,605,391
Class C		1,300,618
Class R		413,444
Transfer and shareholder servicing agent fees:
Class A		1,292,671
Class C		254,559
Class I		43,675
Class R		162,170
Class Y		518,701
Shareholder communications:
Class A		11,894
Class C		2,535
Class I		75
Class R		803
Class Y		2,167
Borrowing fees		37,095
Trustees’ compensation		36,975
Custodian fees and expenses		8,915
Other		82,783
Total expenses		13,927,109
Less reduction to custodian expenses		(1,272	)
Less waivers and reimbursements of expenses		(22,300	)
Net expenses		13,903,537

Net Investment Income		4,452,478
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment transactions in unaffiliated companies		161,175,703
Foreign currency transactions		(797	)
Net realized gain		161,174,906
Net change in unrealized appreciation/(depreciation) on investment transactions in unaffiliated companies		(544,477,201	)
Net Decrease in Net Assets Resulting from Operations	$	(378,849,817	)

See accompanying Notes to Financial Statements.

17 OPPENHEIMER MAIN STREET MID CAP FUND

STATEMENTS OF CHANGES IN NET ASSETS


	Six Months Ended December 31, 2018 (Unaudited)			Year Ended June 30, 2018¹
Operations
Net investment income	$	4,452,478		$	2,598,479
Net realized gain		161,174,906			241,505,451
Net change in unrealized appreciation/(depreciation)		(544,477,201	)		48,136,949

Net increase (decrease) in net assets resulting from operations		(378,849,817	)		292,240,879

Dividends and/or Distributions to Shareholders
Dividends and distributions declared:
Class A		(129,236,448	)		(187,418,987	)
Class B²		—			(652,662	)
Class C		(31,254,231	)		(42,670,810	)
Class I		(21,243,038	)		(45,252,150	)
Class R		(17,143,063	)		(23,823,590	)
Class Y		(47,435,484	)		(76,335,533	)

Total dividends and distributions declared		(246,312,264	)		(376,153,732	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		25,869,133			(60,646,642	)
Class B²		—			(8,402,566	)
Class C		14,899,592			(16,228,284	)
Class I		(137,984,959	)		(39,710,017	)
Class R		7,245,337			(745,050	)
Class Y		(64,933,840	)		(28,555,814	)

Total beneficial interest transactions		(154,904,737	)		(154,288,373	)

Net Assets
Total decrease		(780,066,818	)		(238,201,226	)
Beginning of period		2,758,774,568			2,996,975,794

End of period	$	1,978,707,750		$	2,758,774,568

1. Prior period amounts have been conformed to current year presentation. See Notes to Financial Statements, Note

2– New Accounting Pronouncements for further details.

2. Effective June 1, 2018, all Class B shares converted to Class A shares.

See accompanying Notes to Financial Statements.

18 OPPENHEIMER MAIN STREET MID CAP FUND

FINANCIAL HIGHLIGHTS


Class A	Six Months Ended December 31, 2018 (Unaudited)		Year Ended June 30, 2018		Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014
Per Share Operating Data
Net asset value, beginning of period		$27.59		$28.59		$25.57		$30.15		$33.30		$26.17
Income (loss) from investment operations:
Net investment income¹		0.05		0.02		0.10		0.11		0.14		0.17
Net realized and unrealized gain (loss)		(4.14)		2.84		3.72		(1.44)		1.47		6.97
Total from investment operations		(4.09)		2.86		3.82		(1.33)		1.61		7.14
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		(0.12)		(0.23)		(0.11)		(0.19)		(0.01)
Distributions from net realized gain		(2.74)		(3.74)		(0.57)		(3.14)		(4.57)		0.00
Total dividends and/or distributions to shareholders		(2.74)		(3.86)		(0.80)		(3.25)		(4.76)		(0.01)
Net asset value, end of period		$20.76		$27.59		$28.59		$25.57		$30.15		$33.30


Total Return, at Net Asset Value²		(15.49)%		10.67%		15.17%		(3.80)%		5.58%		27.31%

Ratios/Supplemental Data
Net assets, end of period (in thousands)		$1,079,190		$1,383,592		$1,486,121		$1,521,154		$1,806,592		$1,999,887
Average net assets (in thousands)		$1,310,273		$1,432,127		$1,529,015		$1,587,983		$1,870,139		$1,876,128
Ratios to average net assets:³
Net investment income		0.34%		0.08%		0.37%		0.43%		0.46%		0.57%
Expenses excluding specific expenses listed below		1.09%		1.10%		1.11%		1.11%		1.10%		1.12%
Interest and fees from borrowings		0.00%⁴		0.00%⁴		0.00%⁴		0.00%⁴		0.00%		0.00%
Total expenses⁵		1.09%		1.10%		1.11%		1.11%		1.10%		1.12%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.09%⁶		1.09%		1.10%		1.11%⁶		1.10%⁶		1.12%⁶
Portfolio turnover rate		30%		60%		68%		87%		82%		63%

19 OPPENHEIMER MAIN STREET MID CAP FUND

FINANCIAL HIGHLIGHTS Continued

1. Per share amounts calculated based on the average shares outstanding during the period.

2. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3. Annualized for periods less than one full year.

4. Less than 0.005%.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Six Months Ended December 31, 2018	1.09	%
Year Ended June 30, 2018	1.10	%
Year Ended June 30, 2017	1.11	%
Year Ended June 30, 2016	1.11	%
Year Ended June 30, 2015	1.10	%
Year Ended June 30, 2014	1.12	%

6. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

20 OPPENHEIMER MAIN STREET MID CAP FUND


Class C	Six Months Ended December 31, 2018 (Unaudited)		Year Ended June 30, 2018		Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014
Per Share Operating Data
Net asset value, beginning of period		$22.69		$24.22		$21.79		$26.29		$29.66		$23.47
Income (loss) from investment operations:
Net investment loss¹		(0.05)		(0.16)		(0.09)		(0.07)		(0.08)		(0.05)
Net realized and unrealized gain (loss)		(3.35)		2.37		3.17		(1.29)		1.28		6.24
Total from investment operations		(3.40)		2.21		3.08		(1.36)		1.20		6.19
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		0.00		(0.08)		0.00		0.00		0.00
Distributions from net realized gain		(2.74)		(3.74)		(0.57)		(3.14)		(4.57)		0.00
Total dividends and/or distributions to shareholders		(2.74)		(3.74)		(0.65)		(3.14)		(4.57)		0.00
Net asset value, end of period		$16.55		$22.69		$24.22		$21.79		$26.29		$29.66


Total Return, at Net Asset Value²		(15.81)%		9.84%		14.32%		(4.54)%		4.78%		26.38%

Ratios/Supplemental Data
Net assets, end of period (in thousands)		$212,427		$269,651		$301,630		$320,353		$386,109		$397,240
Average net assets (in thousands)		$257,973		$285,434		$318,643		$333,636		$391,675		$370,920
Ratios to average net assets:³
Net investment loss		(0.41)%		(0.68)%		(0.38)%		(0.33)%		(0.29)%		(0.18)%
Expenses excluding specific expenses listed below		1.85%		1.85%		1.86%		1.86%		1.85%		1.86%
Interest and fees from borrowings		0.00%⁴		0.00%⁴		0.00%⁴		0.00%⁴		0.00%		0.00%
Total expenses⁵		1.85%		1.85%		1.86%		1.86%		1.85%		1.86%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.85%⁶		1.84%		1.85%		1.86%⁶		1.85%⁶		1.86%⁶
Portfolio turnover rate		30%		60%		68%		87%		82%		63%

21 OPPENHEIMER MAIN STREET MID CAP FUND

FINANCIAL HIGHLIGHTS Continued

1. Per share amounts calculated based on the average shares outstanding during the period.

3. Annualized for periods less than one full year.

4. Less than 0.005%.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Six Months Ended December 31, 2018	1.85	%
Year Ended June 30, 2018	1.85	%
Year Ended June 30, 2017	1.86	%
Year Ended June 30, 2016	1.86	%
Year Ended June 30, 2015	1.85	%
Year Ended June 30, 2014	1.86	%

6. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

22 OPPENHEIMER MAIN STREET MID CAP FUND


Class I	Six Months Ended December 31, 2018 (Unaudited)		Year Ended June 30, 2018		Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014
Per Share Operating Data
Net asset value, beginning of period		$29.77		$30.57		$27.28		$31.95		$35.00		$27.52
Income (loss) from investment operations:
Net investment income¹		0.11		0.15		0.23		0.24		0.28		0.35
Net realized and unrealized gain (loss)		(4.48)		3.03		3.98		(1.53)		1.58		7.29
Total from investment operations		(4.37)		3.18		4.21		(1.29)		1.86		7.64
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.11)		(0.24)		(0.35)		(0.24)		(0.34)		(0.16)
Distributions from net realized gain		(2.74)		(3.74)		(0.57)		(3.14)		(4.57)		0.00
Total dividends and/or distributions to shareholders		(2.85)		(3.98)		(0.92)		(3.38)		(4.91)		(0.16)
Net asset value, end of period		$22.55		$29.77		$30.57		$27.28		$31.95		$35.00


Total Return, at Net Asset Value²		(15.33)%		11.11%		15.72%		(3.43)%		6.08%		27.83%

Ratios/Supplemental Data
Net assets, end of period (in thousands)		$143,132		$337,300		$383,913		$377,123		$491,236		$633,358
Average net assets (in thousands)		$287,221		$365,477		$394,379		$386,147		$527,809		$506,714
Ratios to average net assets:³
Net investment income		0.76%		0.49%		0.79%		0.87%		0.84%		1.11%
Expenses excluding specific expenses listed below		0.68%		0.67%		0.67%		0.67%		0.66%		0.66%
Interest and fees from borrowings		0.00%⁴		0.00%⁴		0.00%⁴		0.00%⁴		0.00%		0.00%
Total expenses⁵		0.68%		0.67%		0.67%		0.67%		0.66%		0.66%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.68%⁶		0.67%⁶		0.67%⁶		0.67%⁶		0.66%⁶		0.66%⁶
Portfolio turnover rate		30%		60%		68%		87%		82%		63%

23 OPPENHEIMER MAIN STREET MID CAP FUND

FINANCIAL HIGHLIGHTS Continued

1. Per share amounts calculated based on the average shares outstanding during the period.

3. Annualized for periods less than one full year.

4. Less than 0.005%.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Six Months Ended December 31, 2018	0.68	%
Year Ended June 30, 2018	0.67	%
Year Ended June 30, 2017	0.67	%
Year Ended June 30, 2016	0.67	%
Year Ended June 30, 2015	0.66	%
Year Ended June 30, 2014	0.66	%

6. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

24 OPPENHEIMER MAIN STREET MID CAP FUND


Class R	Six Months Ended December 31, 2018 (Unaudited)			Year Ended June 30, 2018		Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014
Per Share Operating Data
Net asset value, beginning of period		$26.13			$27.28		$24.44		$28.97		$32.18		$25.35
Income (loss) from investment operations:
Net investment income (loss)¹		0.01			(0.05)		0.03		0.04		0.06		0.08
Net realized and unrealized gain (loss)		(3.90	)		2.69		3.55		(1.40)		1.42		6.75
Total from investment operations		(3.89	)		2.64		3.58		(1.36)		1.48		6.83
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00			(0.05)		(0.17)		(0.03)		(0.12)		0.00
Distributions from net realized gain		(2.74	)		(3.74)		(0.57)		(3.14)		(4.57)		0.00
Total dividends and/or distributions to shareholders		(2.74	)		(3.79)		(0.74)		(3.17)		(4.69)		0.00
Net asset value, end of period		$19.50			$26.13		$27.28		$24.44		$28.97		$32.18


Total Return, at Net Asset Value²		(15.60)%			10.37%		14.88%		(4.08)%		5.33%		26.94%

Ratios/Supplemental Data
Net assets, end of period (in thousands)		$136,480			$171,923		$179,018		$176,639		$222,755		$236,139
Average net assets (in thousands)		$164,403			$176,425		$181,041		$187,074		$227,331		$234,597
Ratios to average net assets:³
Net investment income (loss)		0.09%			(0.18)%		0.12%		0.17%		0.21%		0.28%
Expenses excluding specific expenses listed below		1.34%			1.35%		1.36%		1.36%		1.35%		1.39%
Interest and fees from borrowings		0.00%⁴			0.00%⁴		0.00%⁴		0.00%⁴		0.00%		0.00%
Total expenses⁵		1.34%			1.35%		1.36%		1.36%		1.35%		1.39%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.34%⁶			1.34%		1.35%		1.36%⁶		1.35%⁶		1.39%⁶
Portfolio turnover rate		30%			60%		68%		87%		82%		63%

25 OPPENHEIMER MAIN STREET MID CAP FUND

FINANCIAL HIGHLIGHTS Continued

1. Per share amounts calculated based on the average shares outstanding during the period.

3. Annualized for periods less than one full year.

4. Less than 0.005%.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Six Months Ended December 31, 2018	1.34	%
Year Ended June 30, 2018	1.35	%
Year Ended June 30, 2017	1.36	%
Year Ended June 30, 2016	1.36	%
Year Ended June 30, 2015	1.35	%
Year Ended June 30, 2014	1.39	%

6. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

26 OPPENHEIMER MAIN STREET MID CAP FUND


Class Y	Six Months Ended December 31, 2018 (Unaudited)		Year Ended June 30, 2018		Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014
Per Share Operating Data
Net asset value, beginning of period		$29.84		$30.62		$27.33		$31.99		$35.05		$27.53
Income (loss) from investment operations:
Net investment income¹		0.09		0.10		0.18		0.19		0.24		0.24
Net realized and unrealized gain (loss)		(4.49)		3.05		3.98		(1.53)		1.55		7.36
Total from investment operations		(4.40)		3.15		4.16		(1.34)		1.79		7.60
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.06)		(0.19)		(0.30)		(0.18)		(0.28)		(0.08)
Distributions from net realized gain		(2.74)		(3.74)		(0.57)		(3.14)		(4.57)		0.00
Total dividends and/or distributions to shareholders		(2.80)		(3.93)		(0.87)		(3.32)		(4.85)		(0.08)
Net asset value, end of period		$22.64		$29.84		$30.62		$27.33		$31.99		$35.05


Total Return, at Net Asset Value²		(15.39)%		10.96%		15.44%		(3.57)%		5.86%		27.63%

Ratios/Supplemental Data
Net assets, end of period (in thousands)		$407,479		$596,309		$637,592		$545,648		$688,662		$603,125
Average net assets (in thousands)		$525,323		$617,312		$569,056		$577,404		$659,360		$686,659
Ratios to average net assets:³
Net investment income		0.59%		0.32%		0.62%		0.67%		0.72%		0.76%
Expenses excluding specific expenses listed below		0.84%		0.85%		0.86%		0.86%		0.85%		0.84%
Interest and fees from borrowings		0.00%⁴		0.00%⁴		0.00%⁴		0.00%⁴		0.00%		0.00%
Total expenses⁵		0.84%		0.85%		0.86%		0.86%		0.85%		0.84%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.84%⁶		0.84%		0.85%		0.86%⁶		0.85%⁶		0.84%⁶
Portfolio turnover rate		30%		60%		68%		87%		82%		63%

27 OPPENHEIMER MAIN STREET MID CAP FUND

FINANCIAL HIGHLIGHTS Continued

1. Per share amounts calculated based on the average shares outstanding during the period.

3. Annualized for periods less than one full year.

4. Less than 0.005%.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Six Months Ended December 31, 2018	0.84	%
Year Ended June 30, 2018	0.85	%
Year Ended June 30, 2017	0.86	%
Year Ended June 30, 2016	0.86	%
Year Ended June 30, 2015	0.85	%
Year Ended June 30, 2014	0.84	%

6. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

28 OPPENHEIMER MAIN STREET MID CAP FUND

NOTES TO FINANCIAL STATEMENTS December 31, 2018 Unaudited

1. Organization

Oppenheimer Main Street Mid Cap Fund (the “Fund”) is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI.

The Fund offers Class A, Class C, Class I, Class R and Class Y shares, and previously offered Class B shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares were permitted. Reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds were permitted through May 31, 2018. Effective June 1, 2018 (the “Conversion Date”), all Class B shares converted to Class A shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class R shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, C and R shares have, and Class B shares had, separate distribution and/or service plans under which they pay, and Class B shares paid, fees. Class I and Class Y shares do not pay such fees. Previously issued Class B shares automatically converted to Class A shares 72 months after the date of purchase.

The following is a summary of significant accounting policies followed in the Fund’s preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1) Value of investment securities, other assets and liabilities — at the exchange rates prevailing at market close as described in Note 3.

(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

29 OPPENHEIMER MAIN STREET MID CAP FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Significant Accounting Policies (Continued)

Although the net assets and the values are presented at the foreign exchange rates at market close, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments shown in the Statement of Operations.

For securities, which are subject to foreign withholding tax upon disposition, realized and unrealized gains or losses on such securities are recorded net of foreign withholding tax.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims recorded on the Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate.

Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as determined necessary by the Manager.

The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made to shareholders prior to the Fund’s fiscal year end may ultimately be categorized as a tax return of capital.

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the securities received. Withholding taxes on foreign dividends, if any, and capital gains taxes on foreign investments, if any, have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations. Interest income, if any, is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Return of Capital Estimates. Distributions received from the Fund’s investments in Master Limited Partnerships (MLPs) and Real Estate Investments Trusts (REITs), generally are comprised of income and return of capital. Any return of capital estimates in excess of cost

30 OPPENHEIMER MAIN STREET MID CAP FUND

2. Significant Accounting Policies (Continued)

basis are classified as realized gain. The Fund records investment income and return of capital based on estimates. Such estimates are based on historical information available from each MLP, REIT and other industry sources. These estimates may subsequently be revised based on information received from MLPs and REITs after their tax reporting periods are concluded.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 2.00%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

Indemnifications. The Fund’s organizational documents provide current and former Trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended June 30, 2018, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

During the fiscal year ended June 30, 2018, the Fund did not utilize any capital loss carryforwards to offset capital gains realized in that fiscal year.

At period end, it is estimated that the capital loss carryforwards would be zero. The estimated capital loss carryforward represents the carryforward as of the end of the last fiscal year, increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the reporting period, it is estimated that the Fund will not utilize any capital loss carryforward to offset realized capital gains.

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year

31 OPPENHEIMER MAIN STREET MID CAP FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Significant Accounting Policies (Continued)

from net investment income or net realized gains are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net realized gains presented in those financial statements in accordance with U.S. GAAP. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes at period end are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.


Federal tax cost of securities	$	2,101,006,952

Gross unrealized appreciation	$	196,070,597
Gross unrealized depreciation		(316,500,496)

Net unrealized depreciation	$	(120,429,899)

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements. In March 2017, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), ASU 2017-08. This provides guidance related to the amortization period for certain purchased callable debt securities held at a premium. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Manager has evaluated the impacts of these changes on the financial statements and there are no material impacts.

During August 2018, the Securities and Exchange Commission (the “SEC”) issued Final Rule Release No. 33-10532 (the “Rule”), Disclosure Update and Simplification. The rule amends certain financial statement disclosure requirements to conform to U.S. GAAP. The amendments to Rule 6-04.17 of Regulation S-X (balance sheet) remove the requirement to separately state the book basis components of net assets: undistributed (over-distribution of) net investment income (“UNII”), accumulated undistributed net realized gains (losses), and net unrealized appreciation (depreciation) at the balance sheet date. Instead, consistent with U.S. GAAP, funds will be required to disclose total distributable earnings. The amendments to Rule 6-09 of Regulation S-X (statement of changes in net assets) remove the requirement to separately state the sources of distributions paid. Instead, consistent with U.S. GAAP, funds will be required to disclose the total amount of distributions paid, except that any tax return of capital must be separately disclosed. The amendments also remove the requirement to parenthetically state the book basis amount of UNII on the statement of changes in net assets.

32 OPPENHEIMER MAIN STREET MID CAP FUND

2. Significant Accounting Policies (Continued)

The requirements of the Rule are effective November 5, 2018, and the Funds’ Statement of Assets and Liabilities and Statement of Changes in Net Assets for the current reporting period have been modified accordingly. In addition, certain amounts within each Fund’s Statement of Changes in Net Assets for the prior fiscal period have been modified to conform to the Rule.

3. Securities Valuation

The Fund calculates the net asset value of its shares as of 4:00 P.M. Eastern Time, on each day the New York Stock Exchange (the “Exchange” or “NYSE”) is open for trading, except in the case of a scheduled early closing of the Exchange, in which case the Fund will calculate net asset value of the shares as of the scheduled early closing time of the Exchange.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a fair valuation for any security for which market quotations are not readily available. The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at least quarterly or more frequently, if necessary.

Valuation Methods and Inputs

Securities are valued primarily using unadjusted quoted market prices, when available, as supplied by third party pricing services or broker-dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Equity securities traded on a securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the official closing price on the principal exchange on which the security is traded, as identified by the Manager, prior to the time when the Fund’s assets are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded, or if no sales occurred, the security is valued at the mean between the quoted bid and asked prices. Over-the-counter equity securities are valued at the last published sale price, or if no sales occurred, at the mean between the quoted bid and asked prices. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the time when the Fund’s assets are valued.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

Securities for which market quotations are not readily available, or when a significant event has occurred that would materially affect the value of the security, are fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information

33 OPPENHEIMER MAIN STREET MID CAP FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

3. Securities Valuation (Continued)

or information available to the Manager, when determining the fair value of a security. Those standardized fair valuation methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs may be used in determining the value of each of the Fund’s investments as of the reporting period end.

These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1) Level 1-unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

2) Level 2-inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

3) Level 3-significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered, if any, are classified as Level 2 in the fair value hierarchy.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities at period end based on valuation input level:


	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary		$ 195,321,117		$ —		$ —		$ 195,321,117
Consumer Staples		81,114,203		—		—		81,114,203
Energy		139,961,187		—		—		139,961,187

34 OPPENHEIMER MAIN STREET MID CAP FUND

3. Securities Valuation (Continued)


	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Common Stocks (Continued)
Financials	$	327,335,383	$	—	$	—	$	327,335,383
Health Care		202,521,421		—		—		202,521,421
Industrials		387,567,618		—		—		387,567,618
Information Technology		355,353,405		—		—		355,353,405
Materials		122,004,056		—		—		122,004,056
Telecommunication Services		57,725,087		—		—		57,725,087
Utilities		110,271,998		—		—		110,271,998
Investment Company		1,401,578		—		—		1,401,578

Total Assets	$	1,980,577,053	$	—	$	—	$	1,980,577,053

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

For the reporting period, there were no transfers between levels.

4. Investments and Risks

Investments in Affiliated Funds. The Fund is permitted to invest in other mutual funds advised by the Manager (“Affiliated Funds”). Affiliated Funds are management investment companies registered under the 1940 Act, as amended. The Manager is the investment adviser of, and the Sub-Adviser provides investment and related advisory services to, the

Affiliated Funds. When applicable, the Fund’s investments in Affiliated Funds are included in the Statement of Investments. Shares of Affiliated Funds are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of the Affiliated Funds’ expenses, including their management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in the Affiliated Funds.

Each of the Affiliated Funds in which the Fund invests has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one Affiliated Fund than in another, the Fund will have greater exposure to the risks of that Affiliated Fund.

Investments in Money Market Instruments. The Fund is permitted to invest its free cash balances in money market instruments to provide liquidity or for defensive purposes. The Fund may invest in money market instruments by investing in Class E shares of Oppenheimer Institutional Government Money Market Fund (“IGMMF”), which is an Affiliated Fund. IGMMF is regulated as a money market fund under the 1940 Act, as amended. The Fund may also invest in money market instruments directly or in other affiliated or unaffiliated money market funds.

35 OPPENHEIMER MAIN STREET MID CAP FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

4. Investments and Risks (Continued)

Master Limited Partnerships (“MLPs”). MLPs issue common units that represent an equity ownership interest in a partnership and provide limited voting rights. MLP common units are registered with the Securities and Exchange Commission (“SEC”), and are freely tradable on securities exchanges such as the NYSE and the NASDAQ Stock Market (“NASDAQ”), or in the over-the-counter (“OTC”) market. An MLP consists of one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. MLP common unit holders have a limited role in the partnership’s operations and management. The Fund, as a limited partner, normally would not be liable for the debts of the MLP beyond the amounts the Fund has contributed, but would not be shielded to the same extent that a shareholder of a corporation would be. In certain circumstances creditors of an MLP would have the right to seek return of capital distributed to a limited partner. This right of an MLP’s creditors would continue after the Fund sold its investment in the MLP.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments.

The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

5. Market Risk Factors

The Fund’s investments in securities and/or financial derivatives may expose the Fund to various market risk factors:

Commodity Risk. Commodity risk relates to the change in value of commodities or commodity indexes as they relate to increases or decreases in the commodities market.

Commodities are physical assets that have tangible properties. Examples of these types of assets are crude oil, heating oil, metals, livestock, and agricultural products.

Credit Risk. Credit risk relates to the ability of the issuer of debt to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield debt securities are subject to credit risk to a greater extent than lower-yield, higher-quality securities.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates

36 OPPENHEIMER MAIN STREET MID CAP FUND

5. Market Risk Factors (Continued)

against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.

6. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Six Months Ended December 31,						Year Ended June 30, 2018
				2018
	Shares			Amount			Shares			Amount
Class A
Sold¹		2,225,089		$	57,485,338			3,878,513		$	107,632,781
Dividends and/or distributions reinvested		5,602,032			124,813,275			6,821,514			179,132,974
Redeemed		(5,987,503	)		(156,429,480	)		(12,526,956	)		(347,412,397	)
Net increase (decrease)		1,839,618		$	25,869,133			(1,826,929	)	$	(60,646,642	)



Class B
Sold		—		$	—			2,175		$	50,498
Dividends and/or distributions reinvested		—			—			30,292			652,497
Redeemed¹		—			—			(393,829	)		(9,105,561	)
Net decrease		—		$	—			(361,362	)	$	(8,402,566	)



Class C
Sold		666,790		$	14,498,952			794,330		$	18,263,843
Dividends and/or distributions reinvested		1,713,953			30,456,990			1,933,455			41,936,633
Redeemed		(1,426,706	)		(30,056,350	)		(3,296,872	)		(76,428,760	)
Net increase (decrease)		954,037		$	14,899,592			(569,087	)	$	(16,228,284	)

37 OPPENHEIMER MAIN STREET MID CAP FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

6. Shares of Beneficial Interest (Continued)


	Six Months Ended December 31, 2018						Year Ended June 30, 2018
	Shares			Amount			Shares			Amount
Class I
Sold		523,656			$ 14,986,581			1,897,839		$	56,542,320
Dividends and/or distributions reinvested		875,229			21,180,541			1,600,713			45,252,150
Redeemed		(6,381,673	)		(174,152,081	)		(4,728,384	)		(141,504,487	)
Net decrease		(4,982,788	)		$ (137,984,959	)		(1,229,832	)	$	(39,710,017	)


Class R
Sold		604,919			$15,014,246			1,116,766		$	29,421,719
Dividends and/or distributions reinvested		764,107			16,000,416			878,867			21,892,579
Redeemed		(948,984	)		(23,769,325	)		(1,979,216	)		(52,059,348	)
Net increase (decrease)		420,042			$ 7,245,337			16,417		$	(745,050	)


Class Y
Sold		1,558,719			$ 45,421,225			3,445,812		$	103,179,766
Dividends and/or distributions reinvested		1,832,843			44,538,103			2,609,454			74,004,116
Redeemed		(5,375,983	)		(154,893,168	)		(6,889,880	)		(205,739,696	)
Net decrease		(1,984,421	)		$ (64,933,840	)		(834,614	)	$	(28,555,814	)

1. All outstanding Class B shares converted to Class A shares on June 1, 2018.

7. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IGMMF, for the reporting period were as follows:


	Purchases		Sales
Investment securities	$	739,276,486		$1,092,057,370

8. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule
Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Next $4.2 billion	0.60
Over $5.0 billion	0.58

The Fund’s effective management fee for the reporting period was 0.64% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day

38 OPPENHEIMER MAIN STREET MID CAP FUND

8. Fees and Other Transactions with Affiliates (Continued)

portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets, which shall be calculated after any applicable fee waivers. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) has adopted a compensation deferral plan for Independent Trustees that enables Trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustees under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustees. The Fund purchases shares of the funds selected for deferral by the Trustees in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of Trustees’ fees under the plan will not affect the net assets of the Fund and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all

39 OPPENHEIMER MAIN STREET MID CAP FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

8. Fees and Other Transactions with Affiliates (Continued)

of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class C and Class R Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class C and Class R shares pursuant to Rule 12b-1 under the 1940 Act to compensate the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class C shares’ daily net assets and 0.25% on Class R shares’ daily net assets. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets. The Plans continue in effect from year to year only if the Fund’s Board of Trustees votes annually to approve their continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

Sales Charges. Front-end sales charges and CDSC do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.


Six Months Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class C Contingent Deferred Sales Charges Retained by Distributor		Class R Contingent Deferred Sales Charges Retained by Distributor
December 31, 2018		$87,791		$3,208		$3,016		$—

Waivers and Reimbursements of Expenses. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $22,300 for IGMMF management fees.

9. Borrowings and Other Financing

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a $1.95 billion revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with atypical redemption activity. Expenses and fees related to the Facility are paid by the participating funds and are disclosed separately or as other expenses on the Statement of Operations. The Fund did not utilize the Facility during the reporting period.

40 OPPENHEIMER MAIN STREET MID CAP FUND

10. Pending Acquisition

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of the Sub-Adviser and the Manager, announced that it has entered into an agreement whereby Invesco Ltd. (“Invesco”), a global investment management company, will acquire the Sub-Adviser (the “Transaction”). In connection with the Transaction, on January 11, 2019, the Fund’s Board unanimously approved an Agreement and Plan of Reorganization (the “Agreement”), which provides for the transfer of the assets and liabilities of the Fund to a corresponding, newly formed fund (the “Acquiring Fund”) in the Invesco family of funds (the “Reorganization”) in exchange for shares of the corresponding Acquiring Fund of equal value to the value of the shares of the Fund as of the close of business on the closing date. Although the Acquiring Fund will be managed by Invesco Advisers, Inc., the Acquiring Fund will, as of the closing date, have the same investment objective and substantially similar principal investment strategies and risks as the Fund. After the Reorganization, Invesco Advisers, Inc. will be the investment adviser to the Acquiring Fund, and the Fund will be liquidated and dissolved under applicable law and terminate its registration under the Investment Company Act of 1940, as amended. The Reorganization is expected to be a tax-free reorganization for U.S. federal income tax purposes.

The Reorganization is subject to the approval of shareholders of the Fund. Shareholders of record of the Fund on January 14, 2019 will be entitled to vote on the Reorganization and will receive a combined prospectus and proxy statement describing the Reorganization, the shareholder meeting, and a discussion of the factors the Fund’s Board considered in approving the Agreement. The combined prospectus and proxy statement is expected to be distributed to shareholders of record on or about February 28, 2019. The anticipated date of the shareholder meeting is on or about April 12, 2019.

If shareholders approve the Agreement and certain other closing conditions are satisfied or waived, the Reorganization is expected to close during the second quarter of 2019, or as soon as practicable thereafter. This is subject to change.

41 OPPENHEIMER MAIN STREET MID CAP FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AND SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to approve the terms of the Agreements and the renewal thereof. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Managers and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the comparative investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative fee and expense information, (iv) the profitability of the Managers and their affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Managers’ key personnel who provide such services. The Managers’ duties include providing the Fund with the services of the Sub-Adviser’s portfolio managers and investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; and securities trading services. OFI Global is responsible for oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions; risk management; and oversight of the Sub-Adviser. OFI Global is also responsible for providing certain administrative services to the Fund. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the U.S. Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by federal and state securities laws for the sale of the Fund’s shares. OFI Global also provides the Fund with office space, facilities and equipment.

42 OPPENHEIMER MAIN STREET MID CAP FUND

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Managers’ advisory, administrative, accounting, legal, compliance and risk management services, among other services, and information the Board has received regarding the experience and professional qualifications of the Managers’ key personnel and the size and functions of their staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Raymond Anello, Matthew P. Ziehl, Raman Vardharaj, Joy Budzinski, Kristin Ketner, Magnus Krantz and Adam Weiner, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers.The Board considered information regarding the quality of services provided by affiliates of the Managers, which the Board members have become knowledgeable about through their experiences with the Managers and in connection with the review or renewal of the Fund’s service agreements or service providers. The Board concluded, in light of the Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Managers and the Fund. Throughout the year, the Managers provided information on the investment performance of the Fund, the Adviser and the Sub-Adviser, including comparative performance information. The Board also reviewed information, prepared by the Managers and the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail mid-cap blend funds. The Board noted that the Fund outperformed its category median during the ten-year period, though it underperformed its category median during the remaining periods. The Board also noted, however, that the Fund ranked in the top half of its category in two of the last four completed calendar years. Further, the Board considered that the Fund’s performance has improved in 2018 and that the Fund ranked in the first quintile of its category for the year-to-date period ended June 30, 2018.

Fees and Expenses of the Fund. The Board reviewed the fees paid to the Adviser and the other expenses borne by the Fund. The Board noted that the Adviser, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail mid-cap blend funds with comparable asset levels and distribution features. The Board noted that the Fund’s contractual management fee and total expenses were lower than their respective peer group medians and category medians. The Board also considered that the Adviser has voluntarily agreed to waive fees and/or reimburse Fund expenses in an amount equal to the management fees incurred indirectly through the Fund’s investment in funds managed by the Adviser or its affiliates. Finally, the Board considered that the Adviser, in its capacity as the Fund’s transfer agent, voluntarily waived and/or reimbursed the Fund for transfer agent fees in an amount equal to 0.015% of average annual net assets, and that

43 OPPENHEIMER MAIN STREET MID CAP FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AND SUB-ADVISORY AGREEMENTS Unaudited / Continued

effective January 1, 2018, after discussions with the Board, the Fund’s transfer agent fee rate was decreased.

Economies of Scale and Profits Realized by the Managers. The Board considered information regarding the Managers’ costs in serving as the Fund’s investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board also considered that the Managers must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

Other Benefits to the Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements).

Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Managers within the meaning and intent of the Securities and Exchange Commission Rules.

Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreements through August 31, 2019. In arriving at its decision, the Board did not identify any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreements, including the management fees, in light of all the surrounding circumstances.

44 OPPENHEIMER MAIN STREET MID CAP FUND

PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENT OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Guidelines under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Guidelines is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov.

Householding—Delivery of Shareholder Documents

This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus (or, if available, the fund’s summary prospectus), annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.

Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus (or, if available, the summary prospectus), reports and privacy policy within 30 days of receiving your request to stop householding.

45 OPPENHEIMER MAIN STREET MID CAP FUND

DISTRIBUTION SOURCES Unaudited

For any distribution that took place over the last six months of the Fund’s reporting period, the table below details on a per-share basis the percentage of the Fund’s total distribution payment amount that was derived from the following sources: net income, net profit from the sale of securities, and other capital sources. Other capital sources represent a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” You should not draw any conclusions about the Fund’s investment performance from the amounts of these distributions. This information is based upon income and capital gains using generally accepted accounting principles as of the date of each distribution. If the Fund (or an underlying fund in which the Fund invests) invests in real estate investment trusts (REITs) and/or master limited partnerships (MLPs), the percentages attributed to each category are estimated using historical information because the character of the amounts received from the REITs and/or MLPs in which the Fund (or underlying fund) invests is unknown until after the end of the calendar year. Because the Fund is actively managed, the relative amount of the Fund’s total distributions derived from various sources over the calendar year may change. Please note that this information should not be used for tax reporting purposes as the tax character of distributable income may differ from the amounts used for this notification. You will receive communication in the first quarter of each calendar year detailing the actual amount of the taxable and non-taxable portion of distributions paid to you during the tax year.

For the most current information, please go to oppenheimerfunds.com. Select your Fund, and scroll down to the ‘Dividends’ table under ‘Analytics’. The Fund’s latest distribution information will be followed by the sources of any distribution, updated daily.

Fund Name

Pay
Date

Net Income

Net Profit
from Sale

Other
Capital
Sources

Oppenheimer Main Street Mid Cap Fund

12/7/18

0.7%

98.0%

1.3%

46 OPPENHEIMER MAIN STREET MID CAP FUND

OPPENHEIMER MAIN STREET MID CAP FUND


Trustee and Officers		Robert J. Malone, Chairman of the Board of Trustees and Trustee
		Andrew J. Donohue, Trustee
		Richard F. Grabish, Trustee
		Beverly L. Hamilton, Trustee
		Victoria J. Herget, Trustee
		Karen L. Stuckey, Trustee
		James D. Vaughn, Trustee
		Arthur P. Steinmetz, Trustee, President and Principal Executive Officer
		Raymond Anello, Vice President
		Matthew P. Ziehl, Vice President
		Raman Vardharaj, Vice President
		Joy Budzinski, Vice President
		Kristin Ketner, Vice President
		Magnus Krantz, Vice President
		Adam Weiner, Vice President
		Cynthia Lo Bessette, Secretary and Chief Legal Officer
		Jennifer Foxson, Vice President and Chief Business Officer
		Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering
		Officer
		Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer

Manager		OFI Global Asset Management, Inc.

Sub-Adviser		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder		OFI Global Asset Management, Inc.
Servicing Agent

Sub-Transfer Agent		Shareholder Services, Inc.
		DBA OppenheimerFunds Services

Independent Registered		KPMG LLP
Public Accounting Firm

Legal Counsel		Ropes & Gray LLP

		The financial statements included herein have been taken from the
		records of the Fund without examination of those records by the
		independent registered public accounting firm.

47 OPPENHEIMER MAIN STREET MID CAP FUND

PRIVACY NOTICE

As an Oppenheimer fund shareholder, you are entitled to know how we protect your personal information and how we limit its disclosure.

Information Sources

We obtain non-public personal information about our shareholders from the following sources:

●	Applications or other forms.

●	When you create a user ID and password for online account access.

●	When you enroll in eDocs Direct,^SM our electronic document delivery service.

●	Your transactions with us, our affiliates or others.

●	Technologies on our website, including: “cookies” and web beacons, which are used to collect data on the pages you visit and the features you use.

If you visit oppenheimerfunds.com and do not log on to the secure account information areas, we do not obtain any personal information about you. When you do log on to a secure area, we do obtain your user ID and password to identify you. We also use this information to provide you with products and services you have requested, to inform you about products and services that you may be interested in and assist you in other ways.

We do not collect personal information through our website unless you willingly provide it to us, either directly by email or in those areas of the website that request information. In order to update your personal information (including your mailing address, email address and phone number) you must first log on and visit your user profile.

If you have set your browser to warn you before accepting cookies, you will receive the warning message with each cookie. You can refuse cookies by turning them off in your browser. However, doing so may limit your access to certain sections of our website.

We use cookies to help us improve and manage our website. For example, cookies help us recognize new versus repeat visitors to the site, track the pages visited, and enable some special features on the website. This data helps us provide better service for our website visitors.

Protection of Information

We do not disclose any non-public personal information (such as names on a customer list) about current or former customers to anyone, except as permitted by law.

Disclosure of Information

Copies of confirmations, account statements and other documents reporting activity in your fund accounts are made available to your financial advisor (as designated by you). We may also use details about you and your investments to help us, our financial service affiliates, or firms that jointly market their financial products and services with ours, to better serve your investment needs or suggest educational material that may be of interest to you. If this requires us to provide you with an opportunity to “opt in” or “opt out” of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before any such sharing takes place.

Right of Refusal

We will not disclose your personal information to unaffiliated third parties (except as permitted by law), unless we first offer you a reasonable opportunity to refuse or “opt out” of such disclosure.

48 OPPENHEIMER MAIN STREET MID CAP FUND

Internet Security and Encryption

In general, the email services provided by our website are encrypted and provide a secure and private means of communication with us. To protect your own privacy, confidential and/ or personal information should only be communicated via email when you are advised that you are using a secure website.

As a security measure, we do not include personal or account information in non-secure emails, and we advise you not to send such information to us in non-secure emails. Instead, you may take advantage of the secure features of our website to encrypt your email correspondence. To do this, you will need to use a browser that supports Secure Sockets Layer (SSL) protocol.

●

All transactions conducted via our websites, including redemptions, exchanges and purchases, are secured by the highest encryption standards available. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.

●

Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.

●

You can exit the secure area by closing your browser or, for added security, you can use the Log Out button before you close your browser.

Other Security Measures

We maintain physical, electronic and procedural safeguards to protect your personal account information. Our employees and agents have access to that information only so that they may offer you products or provide services, for example, when responding to your account questions.

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, safeguard that information.

Strengthening your online credentials–your online security profile–typically your user name, password, and security questions and answers, can be one of your most important lines of defense on the Internet. For additional information on how you can help prevent identity theft, visit https://www. oppenheimerfunds.com/security.

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated as of November 2017. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com, write to us at P.O. Box 5270, Denver, CO 80217-5270, or call us at 800 CALL OPP (225 5677).

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55 OPPENHEIMER MAIN STREET MID CAP FUND




		Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 800.CALL OPP (800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon–Fri 8am-8pm ET.

Visit Us oppenheimerfunds.com Call Us 800 225 5677 Follow Us
		Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc. 225 Liberty Street, New York, NY 10281-1008 © 2019 OppenheimerFunds Distributor, Inc. All rights reserved. RS0847.001.1218 February 22, 2019

Item 2. Code of Ethics.

Not applicable to semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable to semiannual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable to semiannual reports.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

None

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 12/31/2018, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time

periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a) (1) Exhibit attached hereto.

(2) Exhibits attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Oppenheimer Main Street Mid Cap Fund

By:		/s/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer
Date:		2/15/2019

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer
Date:		2/15/2019


By:		/s/ Brian S. Petersen
		Brian S. Petersen
		Principal Financial Officer
Date:		2/15/2019