SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bregal Sagemount I, L.P.

(Last) (First) (Middle)
SECOND FLOOR, WINDWARD HOUSE
LA ROUTE DE LA LIBERATION

(Street)
ST. HELIER, JERSEY Y9 JE2 3BQ

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Open Lending Corp [ LPRO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/21/2020 J(1) 4,039,702 A (1) 18,318,306 D(2)
Common Stock 07/21/2020 J(1) 7,376 A (1) 33,447 I See Footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Bregal Sagemount I, L.P.

(Last) (First) (Middle)
SECOND FLOOR, WINDWARD HOUSE
LA ROUTE DE LA LIBERATION

(Street)
ST. HELIER, JERSEY Y9 JE2 3BQ

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bregal North America General Partner Jersey Ltd

(Last) (First) (Middle)
SECOND FLOOR, WINDWARD HOUSE
LA ROUTE DE LA LIBERATION

(Street)
ST. HELIER, JERSEY Y9 JE2 3BQ

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bregal Investments, Inc.

(Last) (First) (Middle)
277 PARK AVENUE
29TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
Explanation of Responses:
1. The shares of Common Stock of the Issuer reported on this Form 4 were issued pursuant to Section 2.03 of that certain Business Combination Agreement, dated as of January 5, 2020 (the "Earnout Rights"). The shares of the Issuer issued pursuant to the Earnout Rights were issued to the Reporting Person on July 21, 2020.
2. Bregal Sagemount I, L.P. ("Bregal Sagemount"), is the record holder of the shares reported. Bregal North America General Partner Jersey Limited (the "General Partner") is the General Partner of Bregal Sagemount. Bregal Investments, Inc. ("Bregal Investments") is the registered investment advisor of Bregal Sagemount. Each of the General Partner and Bregal Investments disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 of the Securities Exchange Act of 1934 or any other purposes. The business address of Bregal Sagemount I, L.P. and Bregal North America General Partner Jersey Limited is Second Floor, Windward House La Route de la Liberation St. Helier, JE2 3BQ Jersey, Channel Islands. The business address of Bregal Investments, Inc. is 277 Park Avenue, 29th Floor New York, NY 10172.
3. The shares reported are held directly by Bregal Investments. Each of Bregal Sagemount and the General Partner disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 of the Securities Exchange Act of 1934 or any other purposes.
Remarks:
Bregal Sagemount I, L.P., By: Bregal North America General Partner Jersey Limited: Its; General Partner, By: /s/ Colin James Dow, Name: Colin James Dow, Title: Director 07/23/2020
Bregal Sagemount I, L.P., By: Bregal North America General Partner Jersey Limited: Its; General Partner, By: /s/ Elena Dinamling Bubod, Name: Elena Dinamling Bubod, Title: Alternate Director 07/23/2020
Bregal North America General Partner Jersey Limited, By: /s/ Colin James Dow, Name: Colin James Dow, Title: Director 07/23/2020
Bregal North America General Partner Jersey Limited, By: /s/ Elena Dinamling Bubod, Name: Elena Dinamling Bubod, Title: Alternate Director 07/23/2020
Bregal Investments, Inc., By: /s/ Michelle S. Riley, Name: Michelle S. Riley, Title: Secretary 07/23/2020
Bregal Investments, Inc., By: /s/ Ronald Fishman, Name: Ronald Fishman, Title: Treasurer 07/23/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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