Amendment: SEC Form SCHEDULE 13D/A filed by Open Lending Corporation
$LPRO
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Open Lending Corp (Name of Issuer) |
Common Stock (Title of Class of Securities) |
68373J104 (CUSIP Number) |
Ryan L. Vardeman 8333 Douglas Ave, Suite 775 Dallas, TX, 75225 (214) 871-2700 Kellie Bobo 98 San Jacinto Blvd, Suite 1500 Austin, TX, 78701 (512) 867-8411 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 68373J104 |
| 1 |
Name of reporting person
Palogic Value Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,172,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, HC, PN |
Comment for Type of Reporting Person:
The figure in Item 13 is based upon 119,786,421 shares of common stock, par value $0.01 per share ("Common Stock") of Open Lending Corp (the "Issuer") outstanding as of May 5, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") for the quarterly period ended March 31, 2025, that was filed on May 8, 2025.
SCHEDULE 13D
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| CUSIP No. | 68373J104 |
| 1 |
Name of reporting person
Palogic Value Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,172,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The figure in Item 13 is based upon 119,786,421 shares of Common Stock outstanding as of May 5, 2025, as disclosed in the Issuer's Annual Report on Form 10-Q filed by the Issuer with the SEC for the quarterly period ended March 31, 2025, that was filed on May 8, 2025.
SCHEDULE 13D
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| CUSIP No. | 68373J104 |
| 1 |
Name of reporting person
Palogic Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,172,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
The figure in Item 13 is based upon 119,786,421 shares of Common Stock outstanding as of May 5, 2025, as disclosed in the Issuer's Annual Report on Form 10-Q filed by the Issuer with the SEC for the quarterly period ended March 31, 2025, that was filed on May 8, 2025.
SCHEDULE 13D
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| CUSIP No. | 68373J104 |
| 1 |
Name of reporting person
Ryan L. Vardeman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,172,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
The figure in Item 13 is based upon 119,786,421 shares of Common Stock outstanding as of May 5, 2025, as disclosed in the Issuer's Annual Report on Form 10-Q filed by the Issuer with the SEC for the quarterly period ended March 31, 2025, that was filed on May 8, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Open Lending Corp |
| (c) | Address of Issuer's Principal Executive Offices:
1501 S. Mopac Expressway, Suite #450, Austin,
TEXAS
, 78746. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.
Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer. |
| (b) | Number of shares as to which each Reporting Person has:
(i) sole power to vote or to direct the vote:
See Item 7 on the cover page(s) hereto.
(ii) shared power to vote or to direct the vote:
See Item 8 on the cover page(s) hereto.
(iii) sole power to dispose or to direct the disposition of:
See Item 9 on the cover page(s) hereto.
(iv) shared power to dispose or to direct the disposition of:
See Item 10 on the cover page(s) hereto.
Palogic Value Fund is the record and direct beneficial owner of the securities covered by this Schedule 13D. Palogic Value Fund has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock owned by it.
As the general partner of Palogic Value Fund, Palogic Value Management may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock owned by Palogic Value Fund. Palogic Value Management does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock owned by Palogic Value Fund.
As the general partner of Palogic Value Management, Palogic Capital Management may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by Palogic Value Management. Palogic Capital Management does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by Palogic Value Management.
As the sole member of Palogic Capital Management, Mr. Vardeman may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by Palogic Capital Management. Mr. Vardeman does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by Palogic Capital Management.
As of the date hereof, no Reporting Person owns any shares of Common Stock of the Issuer other than as set forth in this Item 5. |
| (c) | Other than as set forth on Annex A hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less. |
| (d) | Not applicable. |
| (e) | June 18, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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