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| CUSIP No. 68386H 103 |
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The Retained OppFi Units included 25,500,000 OppFi Units (the “Earnout Units”) subject to
certain restrictions and potential forfeiture pending the achievement of certain earnout targets (the “Earnout Targets”) by July 20, 2024, pursuant to the terms of the Business Combination Agreement. The Earnout Units were
forfeited on July 21, 2024 because the Earnout Targets were not satisfied.
Each of TGS Capital Group, LP and LTHS Capital Group LP is a Member and
received its proportionate share of the Cash Consideration distributed to the Members. Other than as set forth below in “Class A Common Stock Purchases” and “Restricted Stock Units” and in Item 5, each of the Reporting
Persons acquired its respective beneficial ownership of Common Stock set forth in Rows 7 through 13 of the cover pages hereto pursuant to the Business Combination described in this Schedule 13D and pursuant to subsequent reallocations of Retained
OppFi Units by OppFi subsequent to the Closing.
The foregoing description of the Business Combination Agreement does not purport to be complete and is
qualified in its entirety by the full text of the Business Combination Agreement, which is filed as an exhibit hereto and incorporated by reference herein.
Common Stock Exchanges
In accordance with the Third
Amended and Restated Limited Liability Company Agreement of OppFi (the “OppFi A&R LLCA”), upon the exercise of Exchange Rights (as defined below in Item 6), a share of Class A Common Stock is issued by the Issuer and a
share of Class V Voting Stock is cancelled by the Issuer for each Retained OppFi Unit exchanged. OFS, which is wholly owned by TGS Revocable Trust, whose sole trustee is Todd G. Schwartz, holds of record all shares of Class V Voting Stock,
and following the cancellation of shares of Class V Voting Stock pursuant to the exercise of Exchange Rights, OFS loses beneficial ownership of such shares of Class V Voting Stock. Since the filing of the Original Schedule 13D, 6,046,627
shares of Class V Voting Stock have been cancelled pursuant to the exercise of Exchange Rights by Members other than Todd G. Schwartz or Theodore G. Schwartz, and 25,500,000 shares of Class V Voting Stock were cancelled in connection with
the forfeiture of the Earnout Units, resulting in OFS holding of record 65,440,466 shares of Class V Voting Stock.
Class A Common Stock
Purchases
Beginning on May 10, 2022, through the date of this Schedule 13D, TGS Revocable Trust and LTHS Revocable Trust have purchased shares of
Class A Common Stock in the open market using personal funds to demonstrate confidence in the Issuer and its strategy. There were no such transactions during the past sixty days.
Restricted Stock Units
On November 16, 2022,
Theodore G. Schwartz received 18,484 shares of Class A Common Stock in settlement of restricted stock units (“RSUs”) issued to Theodore G. Schwartz in his capacity as a director of the Issuer, which vested on July 20, 2022. On
June 8, 2023, Theodore G. Schwartz received 46,729 shares of Class A Common Stock in settlement of RSUs issued to Theodore G. Schwartz in his capacity as a director of the Issuer, which vested on June 7, 2023. On June 7, 2024,
Theodore G. Schwartz received 72,196 shares of Class A Common Stock in settlement of RSUs issued to Theodore G. Schwartz in his capacity as a director of the Issuer, which vested on June 5, 2024.
Item 4. Purpose of Transaction.
The information
set forth in Item 3 above is incorporated into this Item 4 by reference.
Further exercises of Exchange Rights (as defined below in Item 6) by the Members
would result in the disposition of additional shares of Class V Voting Stock.
Effective upon the Closing, and in accordance with the terms of the
Business Combination Agreement, (i) each executive officer of FGNA ceased serving in such capacities, (ii) each member of the board of directors of FGNA ceased serving in such capacity, (iii) Todd G. Schwartz, Theodore G. Schwartz,
Jared Kaplan, Christina Favilla, Jocelyn Moore, David Vennettilli and Greg Zeeman were appointed as directors of the Company, and (iv) Todd G. Schwartz was appointed Executive Chairman of the Board. On February 23, 2022, Todd G. Schwartz
was appointed Chief Executive Officer of the Issuer.
Upon the Closing, the Issuer adopted its Second Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws in accordance with the Business Combination Agreement. In addition, upon the Closing of the Business Combination, the business of OppFi became the business of the Issuer.
On the business day following the Closing, FGNA’s public units automatically separated into their component securities upon consummation of the Business
Combination and, as a result, no longer trade as a separate security and were delisted from The New York Stock Exchange.
Except as otherwise described in
this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements
described herein, the Reporting Persons, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board with
respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
Item 5. Interest in Securities of the Issuer.
(a)
See responses to Items 11 and 13 on the cover pages.
(b) See responses to Items 7, 8, 9 and 10 on the cover pages.
(c) Except as listed below and as set forth in this Schedule 13D, the Reporting Persons have not engaged in any transaction with respect to the Class A
Common Stock or Class V Voting Stock of the Issuer during the sixty days prior to the date of filing this Schedule 13D.