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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hsieh Anthony Li

(Last)

(First)

(Middle)

C/O LOANDEPOT, INC.

6561 IRVINE CENTER DR.

(Street)

IRVINE

92618

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2024

4. 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 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⁽¹⁾	07/23/2024		J⁽²⁾		1,500,000	D	$0	6,614,521	I	By JLSSAA Trust⁽³⁾
Class A Common Stock	07/23/2024		C⁽²⁾		1,500,000	A	$0	3,779,646	I	By JLSSAA Trust⁽³⁾
Class A Common Stock								89,566	D
Class C Common Stock⁽¹⁾								48,945,633	I	By Trilogy Mortgage Holdings, Inc.⁽⁴⁾
Class C Common Stock⁽¹⁾								4,310,497	I	By JLSA, LLC⁽⁴⁾
Class C Common Stock⁽¹⁾								66,424,337	I	By Trilogy Management Investors Six, LLC⁽⁴⁾⁽⁵⁾

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	⁽¹⁾	07/23/2024		C⁽²⁾			1,500,000⁽⁶⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,500,000	$0⁽¹⁾	6,614,521	I	By JLSSAA Trust⁽³⁾
Common Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	66,424,337		66,424,337	I	By Trilogy Management Investors Six, LLC⁽⁴⁾⁽⁵⁾
Common Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	48,945,633		48,945,633	I	Trilogy Mortgage Holdings, Inc.⁽⁴⁾
Common Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	4,310,497		4,310,497	I	By JLSA, LLC⁽⁴⁾

Explanation of Responses:

1. In the reorganization transactions related to Issuer's IPO, shares of Issuer's Class C Common Stock, par value $0.001 ("Class C Common Stock"), were issued to certain holders of LD Holdings Group LLC ("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, par value $0.001 ("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.

2. The reporting person elected to cause The JLSSAA Trust ("JLSSAA Trust") to exchange a portion of the Common Units held for their benefit by such entity for an equal number of shares of Class A Common Stock. 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.

3. As trustee, the reporting person has voting and investment power over the assets of the JLSSAA Trust.

4. The reporting person has voting and investment power over the shares of Class C Common Stock held by Trilogy Mortgage Holdings, Inc., JLSA, LLC and Trilogy Management Investors Six, LLC ("Trilogy Six").

5. The reporting person previously reported on his Form 4 filings certain of the Class C Common Stock and Common Units owned by Trilogy Six, Trilogy Management Investors Seven, LLC ("Trilogy Seven") and Trilogy Management Investors Eight, LLC ("Trilogy Eight"). The reporting person does not have a pecuniary interest in Trilogy Seven or Trilogy Eight and is no longer reporting any interests in those entities.

6. Represents 1,500,000 Common Units held by the JLSSAA Trust 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 footnotes 1 and 2.

Remarks:

	/s/ Denise Apicella, as Attorney-in-Fact for Anthony Li Hsieh	07/25/2024
	** 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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