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
loanDepot, Inc. [ LDI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2022 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 02/03/2022(1)(2) | M | 4,466 | A | (1) | 3,813,271 | I | See Footnotes(3)(4) |
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 | ||||||||
Restricted Stock Units | (1) | 02/03/2022(2) | M | 4,466 | (1) | (1) | Class A Common Stock | 4,466 | $0 | 0 | I | See Footnotes(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. As per the Restricted Stock Unit Award Agreement dated May 6, 2021, RSUs vest in three equal installments on May 6, 2021, June 30, 2021, September 30, 2021, and December 31, 2021. Within thirty(30)days following the vesting of the RSUs, the Issuer shall deliver the number of shares of Class A Common Stock, par value $0.001 per share, that correspond to the number of RSUs that have become vestedon the vesting date or, at the discretion of the Compensation Committee, its cash equivalent. |
2. RSUs vested on 12/31/21 and settled on 2/3/22 when the Issuer's trading blackout period ended and trading was permitted to commence. |
3. The reported securities are directly or indirectly held by funds and entities managed or controlled by the Reporting Persons, including: Parthenon Investors III, L.P., Parthenon Investors IV, L.P., ParthenonCapital Partners Fund, L.P., Parthenon Capital Partners Fund II, L.P., PCap Associates, PCAP Partners III, LLC, PCP Partners IV, L.P. and PCP Managers, L.P. (together, the "Parthenon Investors"). |
4. 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 4shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. |
Remarks: |
/s/ Peter Macdonald, as Attorney-in-Fact for Andrew Dodson | 02/07/2022 | |
/s/ Peter MacDonald, as Attorney-in-Fact for Brian Golson | 02/07/2022 | |
/s/ Peter Macdonald, as Attorney-in-Fact for David Ament | 02/07/2022 | |
/s/ Peter Macdonald, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer of PCP Managers GP, LLC | 02/07/2022 | |
** 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. |