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^*

Hsieh Anthony Li

(Last)

(First)

(Middle)

26642 TOWNE CENTRE DRIVE

(Street)

FOOTHILL RANCH

92610

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
loanDepot, Inc. [ LDI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock, par value $0.001 per share	06/01/2021		J⁽¹⁾		3,211,560	D	$0	130,698,013	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	06/01/2021		C⁽¹⁾		3,211,560	A	$0	3,211,560	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Class A Common Stock	06/01/2021		J⁽¹⁾		3,211,560	D	$0	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Class A Common Stock, par value $0.001 per share								1,059,500	D
Class C Common Stock, par value $0.001 per share								8,114,521	I	By JLSSAA Trust⁽²⁾⁽³⁾
Class C Common Stock, par value $0.001 per share								4,310,497	I	By JLSA, LLC⁽²⁾⁽³⁾
Class C Common Stock, par value $0.001 per share								48,945,633	I	By Trilogy Mortgage Holdings, Inc.⁽²⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	8,114,521		8,114,521⁽⁶⁾	I	By The JLSSAA Trust⁽²⁾⁽³⁾
Common Units	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	4,310,497		4,310,497⁽⁶⁾	I	By JLSA, LLC⁽²⁾⁽³⁾
Common Units	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	48,945,633		48,945,633⁽⁶⁾	I	Trilogy Mortgage Holdings, Inc.⁽²⁾⁽³⁾
Common Units	⁽⁵⁾	06/01/2021		C⁽⁴⁾			3,211,560⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	3,211,560	⁽⁵⁾	130,698,013⁽⁶⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Hsieh Anthony Li

(Last)

(First)

(Middle)

26642 TOWNE CENTRE DRIVE

(Street)

FOOTHILL RANCH

92610

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

JLSA, LLC

(Last)

(First)

(Middle)

26642 TOWNE CENTRE DRIVE

(Street)

FOOTHILL RANCH

92610

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JLSSAA Trust

(Last)

(First)

(Middle)

26642 TOWNE CENTRE DRIVE

(Street)

FOOTHILL RANCH

92610

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Trilogy Mortgage Holdings, Inc.

(Last)

(First)

(Middle)

26642 TOWNE CENTRE DRIVE

(Street)

FOOTHILL RANCH

92610

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Trilogy Management Investors Six, LLC

(Last)

(First)

(Middle)

26642 TOWNE CENTRE DRIVE

(Street)

FOOTHILL RANCH

92610

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Trilogy Management Investors Seven, LLC

(Last)

(First)

(Middle)

26642 TOWNE CENTRE DRIVE

(Street)

FOOTHILL RANCH

92610

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Trilogy Management Investors Eight, LLC

(Last)

(First)

(Middle)

26642 TOWNE CENTRE DRIVE

(Street)

FOOTHILL RANCH

92610

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Certain executive officers and employees of the Issuer elected to cause Trilogy Six, Trilogy Seven and Trilogy Eight to exchange a portion of the Common Units held for their benefit by such entities for an equal number of shares of Class A Common Stock, par value $0.001 ("Class A Common Stock"), and to cause Trilogy Six, Trilogy Seven and Trilogy Eight, as applicable, to distribute such shares of Class A Common Stock to such persons directly. The shares of Class C Common Stock corresponding to the Common Units that were exchanged for Class A Common Stock were cancelled for no consideration.

2. Anthony Hsieh ("Reporting Person") has voting and investment power over the shares of Class C Common Stock, par value $0.001 ("Class C Common Stock"), of the Issuer owned by each of JLSA, LLC, The JLSSAA Trust, Trilogy Mortgage Holdings, Inc., Trilogy Mortgage Investors Six, LLC ("Trilogy Six"), Trilogy Management Investors Seven, LLC ("Trilogy Seven") and Trilogy Management Investors Eight, LLC ("Trilogy Eight") (collectively, "Other Reporting Persons").

3. Certain directors, executive officers and employees of Issuer have an indirect pecuniary interest in a portion of the securities of Issuer and LD Holdings Group LLC held by Trilogy Six, Trilogy Seven and Trilogy Eight. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.

4. Represents 1,159,240 Common Units held by Trilogy Six, 1,095,020 Common Units held by Trilogy Seven and 957,300 Common Units held by Trilogy Eight that were exchanged for shares of Class A Common Stock and the cancellation of the corresponding shares of Class C Common Stock on a one-for-one basis as described in footnote (2). After such dispositions, each of Trilogy Six, Trilogy Seven and Trilogy Eight hold 111,399,577, 17,790,096 and 1,508,340 Common Units respectively. The foregoing transactions were effected on behalf of certain persons who held indirect pecuniary interests in Trilogy Six, Trilogy Seven and Trilogy Eight and the Reporting Person disclaims all pecuniary interest with respect to the securities so exchanged, cancelled or distributed in connection with such transactions.

5. In the reorganization transactions in connection with the initial public offering of the Issuer, shares of Class C Common Stock were issued to certain holders of Common Units in LD Holdings Group LLC ("LD Holdings") equal to the number of Common Units held by such holders. Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of LD Holdings, holders of Common Units may, subject to certain exceptions, from time to time require LD Holdings to redeem all or a portion of the Common Units held indirectly for their benefit, in exchange for, at the Issuer's election (determined solely by a majority of the Issuer's directors who are disinterested), newly issued shares of Class A Common Stock of the Issuer on a one-for-one basis or a cash payment equal to an average market price of one share of Class A Common Stock for each Common Unit so redeemed.

6. The Form 4 filed on February 16, 2021 that reported the acquisition by the Reporting Persons of the Class C Common Stock received in connection with the Issuer's initial public offering, inadvertently omitted the corresponding equal amounts of Common Units held by the Reporting Persons. The amount of Common Units reported herein is net of the Common Units that were redeemed by LD Holdings for cash on February 19, 2021 and, with respect to the cancellation of the corresponding shares of Class C Common Stock, was timely reported on Anthony Hsieh's Form 4 filed on February 22, 2021.

Remarks:

	/s/ Peter Macdonald, as Attorney-in-Fact for Anthony Li Hsieh	06/01/2021
	/s/ Peter Macdonald, as Attorney-in-Fact for Mr. Hsieh on behalf of The JLSSAA Trust	06/03/2021
	/s/ Peter Macdonald, as Attorney-in-Fact for Mr. Hsieh on behalf of JLSA, LLC	06/03/2021
	/s/ Peter Macdonald, as Attorney-in-Fact for Mr. Hsieh on behalf of Trilogy Mortgage Holdings, Inc.	06/03/2021
	/s/ Peter Macdonald, as Attorney-in-Fact for Mr. Hsieh on behalf of Trilogy Management Investors Six, LLC	06/03/2021
	/s/ Peter Macdonald, as Attorney-in-Fact for Mr. Hsieh on behalf of Trilogy Management Investors Seven, LLC	06/03/2021
	/s/ Peter Macdonald, as Attorney-in-Fact for Mr. Hsieh on behalf of Trilogy Management Investors Eight, LLC	06/03/2021
	** 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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