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*
Duffy Patrick Joseph

(Last) (First) (Middle)
C/O GUILD HOLDINGS COMPANY
5887 COPLEY DRIVE

(Street)
SAN DIEGO CA 92111

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2020
3. Issuer Name and Ticker or Trading Symbol
Guild Holdings Co [ GHLD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
10/21/2020
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock, par value $0.01 per share(1) (2) (2) Class A Common Stock, par value $0.01 per share 45,233,291(3) (2) I By McCarthy Capital Mortgage Investors, LLC
Explanation of Responses:
1. In the original Form 3 report, these derivative securities were inadvertently reported in Table I. This amended Form 3 reports these derivative securities in Table II.
2. Shares of Class B Common Stock are convertible into shares of Class A Common Stock of Guild Holdings Company on a one-to-one basis at any time at the option of the holder. Guild Holdings Company's Amended and Restated Articles of Incorporation provides that, among other things, each share of Class B Common Stock will automatically convert into one share of Class A common stock (a) immediately prior to any sale or other transfer of such share by a holder of such share, subject to certain limited exceptions, such as transfers to permitted transferees, or (b) if McCarthy Capital Mortgage Investors ("MCMI"), any other investment funds affiliated with McCarthy Partners, LLC, and any company or other entity controlled by, controlling or under common control with MCMI or any such investment fund (other than any portfolio company) own shares of Class B Common Stock representing less than 10% of the aggregate number of shares of Guild Holdings Company's issued and outstanding common stock.
3. Includes 45,233,291 shares of the Class B Common Stock of Guild Holdings Company which are held of record by MCMI and over which McCarthy Partners, LLC exercises voting and investment control. In his capacity as the President of McCarthy Partners, LLC, Mr. Duffy may be deemed to exercise voting and investment control over the shares of Class B Common Stock held by MCMI.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
/s/ Lisa I. Klika, Attorney-in-Fact 10/27/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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