Director Hsieh Anthony Li disposed of 1,500,000 units of Class C Common Stock and converted options into 1,500,000 shares (SEC Form 4)
$LDI
Finance: Consumer Services
Finance
| 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*
(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) 09/18/2024 | ||||||||||||||||||||||||||
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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 C Common Stock(1) | 09/18/2024 | J(2) | 1,500,000 | D | $0 | 3,114,521 | I | By JLSSAA Trust(3) | ||
| Class A Common Stock | 09/18/2024 | C(2) | 1,500,000 | A | $0 | 3,365,727 | I | By JLSSAA Trust(3) | ||
| Class A Common Stock | 104,662 | 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) | |||||||
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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 | ||||||||
| Common Units | (1) | 09/18/2024 | C(2) | 1,500,000 | (1) | (1) | Class A Common Stock | 1,500,000 | $0(1) | 3,114,521 | 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) | |||||||
| 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 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, Anthony Hsieh has voting and investment power over the assets of The JLSSAA Trust ("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. |
| Remarks: |
| /s/ Greg Smith, as Attorney-in-Fact for Anthony Li Hsieh | 09/20/2024 | |
| ** 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). | ||
| 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. | ||