SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Graeler Darren

(Last)

(First)

(Middle)

C/O LOANDEPOT, INC.

6561 IRVINE CENTER DRIVE

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/07/2023

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units⁽¹⁾	⁽²⁾	⁽²⁾	Class A Common Stock	74,404	$0	D
Common Units	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	238,034	$0	I	Trilogy Management Investors Six, LLC⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive, at settlement, on share of Class A Common Stock.

2. The RSUs are scheduled to vest as follows: 25% on each of the first, second, third and fourth anniversaries of December 14, 2022.

3. The Reporting Person has an indirect pecuniary interest in a portion of the securities of the Issuer and LD Holdings Group LLC ("LD Holdings") directly held by Trilogy Management Investors Six, LLC ("Trilogy Six"). The Reporting Person disclaims beneficial ownership of the securities held by Trilogy Six except to the extent of his pecuniary interest therein.

4. In the reorganization transactions related to Issuer's initial public offering, shares of Issuer's Class C Common Stock, par value $0.001, were issued to certain holders of LD Holdings class a common units ("Common Units") 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 their Common Units (together with an equal number of shares of Class C Common Stock) 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.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Darren Graeler	07/12/2023
	** 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 5 (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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