UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
Under
the Securities Exchange Act of 1934
(Amendment No. 13)
| loanDepot, Inc. | ||
| (Name of Issuer) | ||
| Class A Common Stock | ||
| (Title of Class of Securities) | ||
| 53946R106 | ||
| (CUSIP Number) | ||
| Anthony Hsieh | ||
| 6561 Irvine Center Drive | ||
| Irvine, California 92618 | ||
| 202-662-6000 | ||
| Frank M. Conner, III | ||
| Michael P. Reed | ||
| Charlotte May | ||
| Covington & Burling LLP | ||
| One CityCenter | ||
| 850 Tenth Street, NW | ||
| Washington, DC 20001 | ||
| 202-662-6000 | ||
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) | ||
| December 4, 2024 | ||
| (Date of Event Which Requires Filing of this Statement) | ||
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 53946R106 | ||||
| 1. | Names of Reporting Persons
| |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | o | |||
| (b) | o | |||
| 3. | SEC Use Only | |||
| 4. | Source
of Funds (See Instructions) PF | |||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
| 6. | Citizenship
or Place of Organization United States | |||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole
Voting Power 3,925,766 | ||
| 8. | Shared
Voting Power 128,601,940 | |||
| 9. | Sole
Dispositive Power 3,925,766 | |||
| 10. | Shared
Dispositive Power 128,601,940 | |||
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 132,527,706 | |||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
| 13. | Percent
of Class Represented by Amount in Row (11) 57.7%1,2 | |||
| 14. | Type
of Reporting Person (See Instructions) IN | |||
| 1 | Calculated in accordance with the SEC’s rules for calculating “beneficial ownership,” which requires the Reporting Person to assume conversion of all of such person’s Class C Common Stock but conversion of no other Class C Common Stock. |
| 2 | Based on 92,557,927 shares of the Issuer’s Class A Common Stock outstanding on October 9, 2024 as reported by the Issuer in a registration statement on Form S-3 filed with the SEC on October 11, 2024. |
Explanatory Note
This Amendment No. 13 (“Amendment No. 13”) to Schedule 13D (this “Schedule 13D”) is filed by Anthony Hsieh (the “Reporting Person”) and relates to the beneficial ownership of certain shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), of loanDepot, Inc., a Delaware corporation (“loanDepot” or the “Issuer”). Amendment No. 13 amends the initial statement on Schedule 13D filed by the Reporting Person on November 16, 2021, as amended on April 26, 2022, May 6, 2022, January 10, 2023, February 7, 2023, April 6, 2023, May 28, 2024, August 20, 2024, September 3, 2024, September 10, 2024, September 16, 2024, November 5, 2024 and November 25, 2024 (as amended prior to the date hereof, the “Original Filing,” and as amended by this Amendment No. 13, the “Statement”). Except as specifically provided herein, this Amendment No. 13 does not modify any of the information previously reported in the Original Filing. Capitalized terms used but not defined have the meaning given them in the Original Filing.
Item 5. Interest in Securities of the Issuer
(a), (b) The information relating to the beneficial ownership of the Class A Common Stock by the Reporting Person set forth in Rows 7 through 13 of the cover page hereto and the related footnotes are incorporated by reference herein and is as of the date hereof. Such information assumes there are 92,557,927 shares of the Issuer’s Class A Common Stock outstanding on October 9, 2024 as reported by the Issuer on a registration statement on Form S-3 filed with the SEC on October 11, 2024. The Reporting Person also owns 30,194 unvested restricted stock units of the Issuer. By virtue of the relationship among the Reporting Person and the Class C Stockholders (as defined in the Original Filing), the Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the shares of Class A Common Stock as set forth in rows 7 through 13 of the cover pages of this Statement. The filing of this Statement shall not be construed as an admission that such individual is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. Certain of the shares obtainable upon exchange of Class C Common Stock are required to be delivered to third parties and would not be retained by the Reporting Person upon exchange.
(c) The Reporting Person, through the JLSSAA Trust, has sold certain shares of Class A Common Stock as shown in the table below. The amounts reported are weighted average prices. The Reporting Person undertakes to provide the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, specific trade amounts and pricing at which the respective transactions were effected.
| Date | Number of Shares | Weighted Average Price |
| 11/26/2024 | 83,667 | $2.338(1) |
| 11/27/2024 | 147,891 | $2.2863(2) |
| 11/29/2024 | 59,484 | $2.269(3) |
| 12/2/2024 | 129,196 | $2.252(4) |
| 12/3/2024 | 523,667 | $2.2.203(5) |
| 12/4/2024 | 901,488 | $2.3480(6) |
| 12/5/2024 | 85,613 | $2.27(7) |
| 1. | The shares were sold in multiple transactions at prices ranging from $2.31 to $2.38. |
| 2. | The shares were sold in multiple transactions at prices ranging from $2.245 to $2.35. |
| 3. | The shares were sold in multiple transactions at prices ranging from $2.25 to $2.30. |
| 4. | The shares were sold in multiple transactions at prices ranging from $2.21 to $2.30. |
| 5. | The shares were sold in multiple transactions at prices ranging from $2.16 to $2.23. |
| 6. | The shares were sold in multiple transactions at prices ranging from $2.250 to $2.340. |
| 7. | The shares were sold in multiple transactions at prices ranging from $2.250 to $2.330. |
On December 2, 2024, 15,096 restricted stock units (“RSUs”) were settled for a corresponding share of Class A Common Stock.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct.
| Anthony Li Hsieh | ||
| By: | /s/ Anthony Li Hsieh | |
Dated: December 5, 2024