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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Open Lending Corp [ LPRO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |