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    Director Pcp Managers Gp, Llc disposed of 3,388,886 units of Class C Common Stock and converted options into 3,388,886 shares (SEC Form 4)

    9/24/25 5:23:29 PM ET
    $LDI
    Finance: Consumer Services
    Finance
    Get the next $LDI alert in real time by email
    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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    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*
    PCP MANAGERS GP, LLC

    (Last) (First) (Middle)
    FOUR EMBARCADERO CENTER
    SUITE 3610

    (Street)
    SAN FRANCISCO CA 94111

    (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)
    09/22/2025
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    Form filed by One Reporting Person
    X 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)
    Code V Amount (A) or (D) Price
    Class C Common Stock(1) 09/22/2025(2) J(3) 3,388,886 D $0 0 I By PCP Managers, L.P.(4)(5)
    Class A Common Stock 09/22/2025(2) C(3) 3,388,886 A $0 6,382,763 I See Footnotes(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)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Common Units (1) 09/22/2025(2) C(3) 3,388,886 (1) (1) Class A Common Stock 3,388,886 $0 0 I By PCP Managers, L.P.(4)(5)
    1. Name and Address of Reporting Person*
    PCP MANAGERS GP, LLC

    (Last) (First) (Middle)
    FOUR EMBARCADERO CENTER
    SUITE 3610

    (Street)
    SAN FRANCISCO CA 94111

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    Dodson Andrew C

    (Last) (First) (Middle)
    FOUR EMBARCADERO CENTER
    SUITE 3610

    (Street)
    SAN FRANCISCO CA 94111

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    Golson Brian P.

    (Last) (First) (Middle)
    FOUR EMBARCADERO CENTER
    SUITE 3610

    (Street)
    SAN FRANCISCO CA 94111

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    PCP MANAGERS, L.P.

    (Last) (First) (Middle)
    FOUR EMBARCADERO CENTER
    SUITE 3610

    (Street)
    SAN FRANCISCO CA 94111

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    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 transaction date is the date the reporting persons elected to make the exchange described in footnotes 1 and 3, which exchange will occur effective as of October 1, 2025.
    3. PCP Managers, L.P. elected to exchange the Common Units held by it 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.
    4. PCP Managers GP, LLC is the general partner of PCP Managers, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended, and an affiliate of Parthenon Capital Partners ("Parthenon Capital"). Messrs. Golson and Dodson serve as directors of the issuer. Mr. Golson is the Co-CEO and Managing Partner at Parthenon Capital and Mr. Dodson is a Managing Partner at Parthenon Capital.
    5. PCP Managers GP, LLC and certain of the reporting persons and their affiliates may be deemed to beneficially own the securities owned of record by PCP Managers, L.P. Each of the reporting persons and their affiliates expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
    Remarks:
    /s/ Greg Smith, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer of PCP Managers GP, LLC and PCP Managers, L.P. 09/23/2025
    /s/ Greg Smith, as Attorney-in-Fact for Brian P. Golson 09/23/2025
    /s/ Greg Smith, as Attorney-in-Fact for Andrew C. Dodson 09/23/2025
    ** 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.
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