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loanDepot, Inc.

Date Filed : Jan 14, 2022

SEC FORM 4SEC Form 4
FORM 4UNITED 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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OMB Number:3235-0287
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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).
1. Name and Address of Reporting Person*
PCP MANAGERS GP, LLC

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

(Street)
SAN FRANCISCOCA94111

(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/12/2021
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
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock01/12/2022C3,795,413A$0.003,808,807ISee Footnote(2)(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class D Common Stock(1)01/12/2022C3,795,413 (1) (1)Class A Common Stock3,795,413(1)97,026,671ISee Footnote(2)(3)
1. Name and Address of Reporting Person*
PCP MANAGERS GP, LLC

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

(Street)
SAN FRANCISCOCA94111

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Golson Brian P.

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

(Street)
SAN FRANCISCOCA94111

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Dodson Andrew C

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

(Street)
SAN FRANCISCOCA94111

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Ament David J.

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

(Street)
SAN FRANCISCOCA94111

(City)(State)(Zip)
Explanation of Responses:
1. Each share of the Issuer's Class D Common Stock is convertible on a one-for-one basis, at the election of the Reporting Persons, into a share of the Issuer's Class A Common Stock.
2. 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 Associates, PCAP Partners III, LLC, PCP Partners IV, L.P. and PCP Managers, L.P. (together, the "Parthenon Investors").
3. Each of the Reporting Persons 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/ Peter MacDonald, as Attorney-in-Fact for Brian Golson01/14/2022
/s/ Peter MacDonald, as Attorney-in-Fact for David Ament01/14/2022
/s/ Peter MacDonald, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer of PCP Managers GP, LLC01/14/2022
/s/ Peter MacDonald, as Attorney-in-Fact for Andrew Dodson01/14/2022
** Signature of Reporting PersonDate
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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