0000899243-21-029776.txt : 20210723 0000899243-21-029776.hdr.sgml : 20210723 20210723192600 ACCESSION NUMBER: 0000899243-21-029776 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210720 FILED AS OF DATE: 20210723 DATE AS OF CHANGE: 20210723 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shiven Shah CENTRAL INDEX KEY: 0001874032 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39550 FILM NUMBER: 211111986 MAIL ADDRESS: STREET 1: 130 E. RANDOLPH STREET STREET 2: SUITE 3300 CITY: CHICAGO STATE: IL ZIP: 60601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OppFi Inc. CENTRAL INDEX KEY: 0001818502 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 851648122 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 130 E. RANDOLPH STREET STREET 2: SUITE 3400 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: (312) 212-8079 MAIL ADDRESS: STREET 1: 130 E. RANDOLPH STREET STREET 2: SUITE 3400 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: FG New America Acquisition Corp. DATE OF NAME CHANGE: 20200717 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-20 0 0001818502 OppFi Inc. OPFI 0001874032 Shiven Shah 130 E. RANDOLPH STREET, SUITE 3400 CHICAGO IL 60601 0 1 0 0 Chief Financial Officer Class V Common Stock 1775396 I By OppFi Shares, LLC Class A Common Units Class A Common Stock 1775396 I By OppFi Management Holdings, LLC Shares of Class V common stock, par value $0.0001 per share ("Class V Common Stock"), of OppFi Inc. (the "Issuer") represent voting, non-economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation, as amended, or as required by applicable law, holders of Class V Common Stock will be entitled to one vote per share of Class V Common Stock on all matters to be voted on by the Issuer's stockholders generally. The shares of Class V Common Stock will be cancelled by the Issuer if the reporting person exercises (or causes OFMH (as defined below in footnote 7) to exercise) Exchange Rights (as defined below in footnote 4). Includes 466,790 shares of Class V Common Stock subject to forfeiture in the event that the Earnout Units (as defined below in footnote 6) are not earned. The shares of Class V Common Stock are held by OppFi Shares, LLC ("OFS"), which has sole voting power over the shares of Class V Common Stock reported in Table I hereof. The reporting person has the indirect right to cause OFS to dispose of the shares of Class V Common Stock reported in Table I hereof to the Issuer pursuant to the reporting person's (or OFMH's) Exchange Rights. Class A common units ("Common Units") of Opportunity Financial, LLC ("Opportunity Financial") generally represent economic, non-voting interests in Opportunity Financial. The Issuer is the sole manager of Opportunity Financial and controls Opportunity Financial, except as provided by the Third Amended and Restated Limited Liability Company Agreement of Opportunity Financial (the "LLC Agreement") or applicable law. Pursuant to the LLC Agreement, each Common Unit can be exchanged by the holder from time to time for either one share of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer or, at the election of the Issuer in its capacity as the sole manager of Opportunity Financial, the cash equivalent of the market value of one share of Class A Common Stock, following the expiration of a lock-up period of up to 9-months (the "Exchange Rights"). (Continued from footnote 4) For each Common Unit so exchanged, one share of Class V Common Stock held by OFS will be canceled by the Issuer. Includes 466,790 Common Units subject to certain restrictions and potential forfeiture pending the achievement of certain earnout targets ("Earnout Units") prior to July 20, 2024, pursuant to the terms of that certain Business Combination Agreement, dated February 9, 2021, by and among the Issuer, Opportunity Financial, OFS and the representative of the members of Opportunity Financial. Exchange Rights may not be exercised with respect to Earnout Units unless and until such Earnout Units vest. These Common Units are held by OppFi Management Holdings, LLC ("OFMH"), of which the reporting person is a member. OFMH is a member of Opportunity Financial. Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of OFMH, the reporting person has the right to cause OFMH to exercise for the benefit of the reporting person OFMH's Exchange Rights with respect to the Common Units indirectly held by the reporting person. See Exhibit 24 - Power of Attorney By: /s/ Marv Gurevich, Esq., as attorney-in-fact for Shiven Shah 2021-07-23 EX-24 2 attachment1.htm EX-24 DOCUMENT

                         LIMITED POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and
appoints Marv Gurevich, signing singly, and with full power of substitution and
resubstitution, each with the power to act alone for the undersigned's and in
the undersigned's name, place and stead, in any and all capacities to:

    (1)   with respect to the equity securities of OppFi Inc., a Delaware
          corporation (the "Company"), prepare, execute, acknowledge, deliver
          and file with the United States Securities and Exchange Commission
          (the "SEC"), any national securities exchanges and the Company, (i) a
          Form ID, and any amendments thereto, Update Passphrase Confirmation,
          and any other documents necessary or appropriate to obtain codes and
          passwords enabling the undersigned to make electronic filings with the
          SEC, and (ii) any and all reports (including Forms 3, 4, and 5) and
          any amendments thereto, as considered necessary or advisable under
          Section 16(a) of the Securities Exchange Act of 1934 and the rules and
          regulations promulgated thereunder, as amended from time to time (the
          "Exchange Act");

    (2)   seek or obtain, as the undersigned's representative and on the
          undersigned's behalf, information regarding transactions in the
          Company's equity securities from any third party, including the
          Company and any brokers, dealers, employee benefit plan administrators
          and trustees, and the undersigned hereby authorizes any such person to
          release any such information to the undersigned and approves and
          ratifies any such release of information; and

    (3)   perform any and all other acts which in the discretion of such
          attorney-in-fact are necessary or desirable for and on behalf of the
          undersigned in connection with the foregoing.

The undersigned acknowledges that:

    (1)   this Power of Attorney authorizes, but does not require, such
          attorney-in-fact to act in his or her discretion on information
          provided to such attorney-in-fact without independent verification of
          such information;

    (2)   any documents prepared and/or executed by such attorney-in-fact on
          behalf of the undersigned pursuant to this Power of Attorney will be
          in such form and will contain such information and disclosure as such
          attorney-in-fact, in his or her discretion, deems necessary or
          desirable;

    (3)   neither the Company nor such attorney-in-fact assumes (i) any
          liability for the undersigned's responsibility to comply with the
          requirements of Section 16 of the Exchange Act, (ii) any liability of
          the undersigned for any failure to comply with such requirements, or
          (iii) any obligation or liability of the undersigned for profit
          disgorgement under Section 16(b) of the Exchange Act; and

    (4)   this Power of Attorney does not relieve the undersigned from
          responsibility for compliance with the undersigned's obligations under
          Section 16 of the Exchange Act, including without limitation the
          reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact, and
each of them, full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, with full power of substitution and re-substitution,
hereby ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by authority of
this Power of Attorney.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports (including Forms 3, 4 and 5)
under Section 16 of the Exchange Act with respect to the undersigned's
transactions in equity securities of the Company, unless earlier revoked by the
undersigned in a signed writing delivered to such attorney-in-fact.


                           [Signature page follows.]


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 20th day of July, 2021.


                                        /s/ Shiven Shah
                                        -------------------------------------
                                        Shiven Shah