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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Section 32 Fund 1, LP (Last) (First) (Middle) 169 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Dave Inc./DE [ DAVE ]	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) 08/08/2023
	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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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
Class A Common Stock	08/08/2023		S		297,771	D	$5.7348	2,588,232(1)	D(2)

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* Section 32 Fund 1, LP (Last) (First) (Middle) 169 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* Section 32 GP 1, LLC (Last) (First) (Middle) 169 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* Maris William J (Last) (First) (Middle) 169 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)

Explanation of Responses:

1. On January 5, 2023, the Issuer effected a 1-for-32 reverse stock split of its Class A Common Stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every 32 shares of Class A Common Stock issued or outstanding were automatically reclassified into one validly issued, fully-paid and nonassessable new share of Class A Common Stock, with no fractional shares issued.

2. The reported securities are held of record by Section 32 Fund 1, LP ("Fund 1"). Section 32 GP 1, LLC (the "GP"), the general partner of Fund 1, and William J. Maris, the managing member of the GP, may be deemed to share voting and dispositive power over the shares held by Fund 1. Such persons and entities disclaim the existence of a "group" and beneficial ownership of shares held by Fund 1 except to the extent of any pecuniary interest therein.

	/s/ Nina Labatt, officer of Section 32 GP 1, L.L.C. on behalf of Section 32 Fund 1, L.P.	08/10/2023
	/s/ Nina Labatt, officer of Section 32 GP 1, L.L.C.	08/10/2023
	/s/ Nina Labatt, as Attorney-in-Fact for William J. Marris	08/10/2023
	** 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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