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) 02/18/2021 | ||||||||||||||||||||||||||
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, par value $0.001 per share | 02/18/2021 | A | 1,059,500(1) | A | (2) | 1,059,500 | D | |||
Class C Common Stock, par value $0.001 per share | 02/19/2021 | J | 127,194 | D | (4) | 8,114,521 | I(3) | By JLSSAA Trust | ||
Class C Common Stock, par value $0.001 per share | 02/19/2021 | J | 67,567 | D | (4) | 4,310,497 | I(3) | By JLSA, LLC | ||
Class C Common Stock, par value $0.001 per share | 02/19/2021 | J | 767,218 | D | (4) | 48,945,633 | I(3) | By Trilogy Mortgage Holdings, Inc. | ||
Class C Common Stock, par value $0.001 per share | 02/19/2021 | J | 1,659,803 | D | (4) | 112,558,817 | I(3) | By Trilogy Management Investors Six, LLC | ||
Class C Common Stock, par value $0.001 per share | 02/19/2021 | J | 39,550 | D | (4) | 18,885,116 | I(3) | By Trilogy Management Investors Seven, LLC | ||
Class C Common Stock, par value $0.001 per share | 02/19/2021 | J | 38,649 | D | (4) | 2,465,640 | I(3) | By Trilogy Management Investors Eight, LLC |
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 |
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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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. Class A Common Stock to be acquired pursuant to restricted stock units which were granted and vested on February 18, 2021. Vested shares will be delivered to the reporting person within 30 days after the six month anniversary of vesting, subject to later delivery in the event of certain trading blackout periods. |
2. Each restricted stock unit represents a contingent right to receive, at settlement, one share of Class A Common Stock or, at the option of the Compensation Committee, the cash value of one share of Class A Common Stock. |
3. Anthony Hsieh has voting and investment power over the shares of Class C Common Stock of loanDepot, Inc. (the "Issuer") owned by each of JLSA, LLC, The JLSSAA Family Trust, Trilogy Mortgage Holdings, Inc., Trilogy Mortgage Investors Six, LLC, Trilogy Management Investors Seven, LLC and Trilogy Management Investors Eight, LLC (collectively, the "Other Reporting Persons"). |
4. As described in the Issuer's registration statement on Form S-1 (File No. 333-252024) under the heading "Use of Proceeds," the Issuer used the proceeds from its initial public offering ("IPO") and cash on hand to repurchase from continuing members of LD Holdings Group, LLC ("Holdings") certain Class A Common Units of Holdings, together with a corresponding number of shares of Class C Common Stock of the Issuer, at a price per share equal to the Issuer's IPO price of $14.00 per share. |
Remarks: |
Exhibit 99.1 Signatures |
/s/ Peter Macdonald, as Attorney-in-Fact for Anthony Li Hsieh | 02/22/2021 | |
See Signatures Included in Exhibit 99.1 | 02/22/2021 | |
** 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). | ||
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. |