Sec Form 4 Filing - Hsieh Anthony Li @ loanDepot, Inc. - 2021-12-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hsieh Anthony Li
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
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
26642 TOWNE CENTRE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2021
(Street)
FOOTHILL RANCH, CA92610
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.001 per share( 1 )( 2 ) 12/01/2021 J( 3 ) 2,263,379 D $ 0 119,741,865 I See Footnotes( 2 )( 4 )( 5 )
Class A Common Stock 12/01/2021 C( 3 ) 2,263,379 A $ 0 2,263,379 I See Footnotes( 1 )( 2 )( 4 )
Class A Common Stock 12/01/2021 J( 3 ) 2,263,379 D $ 0 0 I See Footnotes( 1 )( 2 )( 4 )
Class A Common Stock, par value $0.001 per share 0 D
Class A Common Stock 1,477,171 I By The JLSSAA Trust( 6 )
Class C Common Stock, par value $0.001 per share 48,945,633 I By Trilogy Mortgage Holdings, Inc.( 2 )
Class C Common Stock, par value $0.001 per share 4,310,497 I By JLSA, LLC( 2 )
Class C Common Stock, par value $0.001 per share 8,114,521 I By JLSSAA Trust( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) 12/01/2021 C( 5 ) 2,263,379 ( 1 ) ( 1 ) Class A Common Stock 2,263,379 $ 0( 1 ) 119,741,865 I See Footnote( 2 )( 4 )( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hsieh Anthony Li
26642 TOWNE CENTRE DRIVE
FOOTHILL RANCH, CA92610
X X Chief Executive Officer
Signatures
/s/ Peter Macdonald, as Attorney-in-Fact for Anthony Li Hsieh 12/03/2021
Signature of Reporting Person Date
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, were issued to certain holders of 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 )Anthony Hsieh ("Reporting Person") has voting and investment power over the shares of Class C Common Stock, par value $0.001 ("Class C Common Stock"), of the Issuer owned by each of JLSA, LLC, The JLSSAA Trust, Trilogy Mortgage Holdings, Inc., Trilogy Mortgage Investors Six, LLC ("Trilogy Six"), Trilogy Management Investors Seven, LLC ("Trilogy Seven") and Trilogy Management Investors Eight,LLC ("Trilogy Eight") (collectively, "Other Reporting Persons").
( 3 )Certain executive officers and employees of the Issuer elected to cause Trilogy Six, Trilogy Seven and Trilogy Eight to exchange a portion of the Common Units held for their benefit by such entities for an equal number of shares of Class A Common Stock, par value $0.001 ("Class A Common Stock"), and to cause Trilogy Six, Trilogy Seven and Trilogy Eight, as applicable, to distribute such shares of Class A Common Stock to such persons directly. 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 )Certain directors, executive officers and employees of Issuer have an indirect pecuniary interest in a portion of the securities of Issuer and LD Holdings Group LLC held by Trilogy Six, Trilogy Seven and Trilogy Eight. 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.
( 5 )Represents 1,924,461 Common Units held by Trilogy Six and 338,918 Common Units held by Trilogy Seven that were exchanged for shares of Class A Common Stock and the cancellation of the corresponding shares of Class C Common Stock on a one-for-one basis as described in footnote 1. After such dispositions, each of Trilogy Six, Trilogy Seven and Trilogy Eight hold 101,460,809, 16,659,687, and 1,621,369 Common Units respectively. The foregoing transactions were effected on behalf of certain persons who held indirect pecuniary interests in Trilogy Six and Trilogy Seven and the Reporting Person disclaims all pecuniary interest with respect to the securities so exchanged, cancelled or distributed in connection with such transactions.
( 6 )As trustee, Anthony Hsieh has voting and investment power over the assets of the JLSSAA Trust.

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