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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)
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loanDepot, Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
53946R106 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 53946R106 |
| 1 | Names of Reporting Persons
PCP Managers GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
104,731,700.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
49.21 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Item 9 represents (i) 4,266,931 shares of Class A Common Stock ("Class A Shares") and (ii) 100,464,769 Class A Shares issuable in respect of (a) 3,388,886 shares of Class C Common Stock ("Class C Shares"), convertible (together with an equal number of units of LD Holdings Group LLC ("Units")) into Class A Shares on a one-to-one basis at the election of the Reporting Person(s), (b) 97,026,671 shares of Class D Common Stock ("Class D Shares") which are convertible into Class A Shares on a one-for-one basis at the election of the Reporting Person(s), and (c) 49,212 Restricted Stock Units ("RSUs") scheduled to vest by August 29, 2025.
Item 11 is calculated based on (i) 112,351,102 Class A Shares outstanding as of August 6, 2025, as reported on the Issuer's Form 10-Q filed on August 8, 2025, and (ii) 100,464,769 Class A Shares issuable in respect of the Class C Shares (and Units), Class D Shares, and RSUs scheduled to vest by August 29, 2025 beneficially owned by the Reporting Person(s). If such calculation was based on the assumption that all of the Issuer's Class C Shares and all of the Issuer's Class D Shares that are convertible (together with an equivalent number of Units) at any time on a one-for-one basis into Class A Shares of the Issuer, were converted into Class A Shares, the Reporting Person(s)' beneficial ownership would be 31.65%.
SCHEDULE 13G
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| CUSIP No. | 53946R106 |
| 1 | Names of Reporting Persons
Brian P. Golson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
104,731,700.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
49.21 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Item 9 represents (i) 4,266,931 Class A Shares and (ii) 100,464,769 Class A Shares issuable in respect of (a) 3,388,886 Class C Shares, convertible (together with an equal number of Units) into Class A Shares on a one-to-one basis at the election of the Reporting Person(s), (b) 97,026,671 Class D Shares which are convertible into Class A Shares on a one-for-one basis at the election of the Reporting Person(s), and (c) 49,212 RSUs scheduled to vest by August 29, 2025.
Item 11 is calculated based on (i) 112,351,102 Class A Shares outstanding as of August 6, 2025, as reported on the Issuer's Form 10-Q filed on August 8, 2025, and (ii) 100,464,769 Class A Shares issuable in respect of the Class C Shares (and Units), Class D Shares, and RSUs scheduled to vest by August 29, 2025 beneficially owned by the Reporting Person(s). If such calculation was based on the assumption that all of the Issuer's Class C Shares and all of the Issuer's Class D Shares that are convertible (together with an equivalent number of Units) at any time on a one-for-one basis into Class A Shares of the Issuer, were converted into Class A Shares, the Reporting Person(s)' beneficial ownership would be 31.65%.
SCHEDULE 13G
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| CUSIP No. | 53946R106 |
| 1 | Names of Reporting Persons
David J. Ament | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
104,731,700.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
49.21 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Item 9 represents (i) 4,266,931 Class A Shares and (ii) 100,464,769 Class A Shares issuable in respect of (a) 3,388,886 Class C Shares, convertible (together with an equal number of Units) into Class A Shares on a one-to-one basis at the election of the Reporting Person(s), (b) 97,026,671 Class D Shares which are convertible into Class A Shares on a one-for-one basis at the election of the Reporting Person(s), and (c) 49,212 RSUs scheduled to vest by August 29, 2025.
Item 11 is calculated based on (i) 112,351,102 Class A Shares outstanding as of August 6, 2025, as reported on the Issuer's Form 10-Q filed on August 8, 2025, and (ii) 100,464,769 Class A Shares issuable in respect of the Class C Shares (and Units), Class D Shares, and RSUs scheduled to vest by August 29, 2025 beneficially owned by the Reporting Person(s). If such calculation was based on the assumption that all of the Issuer's Class C Shares and all of the Issuer's Class D Shares that are convertible (together with an equivalent number of Units) at any time on a one-for-one basis into Class A Shares of the Issuer, were converted into Class A Shares, the Reporting Person(s)' beneficial ownership would be 31.65%.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
loanDepot, Inc. | |
| (b) | Address of issuer's principal executive offices:
6561 Irvine Center Drive, Irvine, California 92618 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) PCP Managers GP, LLC
(ii) Brian P. Golson
(iii) David J. Ament | |
| (b) | Address or principal business office or, if none, residence:
Four Embarcadero Center, Suite 3610
San Francisco, CA 94111 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
53946R106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
The reported securities are directly or indirectly held by funds and entities managed or controlled by the Reporting Persons, including: Parthenon Investors III, L.P., Parthenon Investors IV, L.P., Parthenon Capital Partners Fund, L.P., Parthenon Capital Partners Fund II, L.P., PCAP Partners III, LLC, PCP Partners IV, L.P. and PCP Managers, L.P. (together, the "Parthenon Investors"). PCP Managers GP, LLC directly or indirectly exercises investment control with respect to each of the Parthenon Investors. Brian P. Golson and David J. Ament are Managing Partners of, and exercise decision-making power with respect to, PCP Managers GP, LLC, and therefore have voting and investment control over the reported securities. As such, each of the Reporting Persons may be deemed to beneficially own the reported securities. Notwithstanding the foregoing, this Statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this Statement. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A Joint Filing Agreement, dated as of February 11, 2022, by and among the Reporting Persons (incorporated herein by reference to Exhibit A of the statement on Schedule 13G filed by the Reporting Persons on February 11, 2022). |