Sec Form 4/A Filing - Walsh Jeff Alexander @ loanDepot, Inc. - 2022-08-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Walsh Jeff Alexander
2. Issuer Name and Ticker or Trading Symbol
loanDepot, Inc. [ LDI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. EVP, Chief Revenue Officer
(Last) (First) (Middle)
C/O LOANDEPOT, 26642 TOWNE CENTRE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2022
(Street)
FOOTHILL RANCH, CA92610
4. If Amendment, Date Original Filed (MM/DD/YY)
08/03/2022
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 A Common Stock, par value $0.001 per share 08/01/2022 M 18,436 A 5,390,979 D
Class A Common Stock, par value $0.001 per share 08/01/2022 F 9,141 D $ 1.77 5,381,838 D
Class A Common Stock, par value $0.001 per share 08/01/2022 C 53,289 A $ 0 5,435,127 D
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
Restricted Stock Units( 1 ) ( 1 ) 08/01/2022( 2 ) M 18,436 ( 3 ) ( 3 ) Class A Common Stock 18,436 $ 0 55,310 D
Common Units( 4 ) ( 5 )( 6 ) 08/01/2022 C 53,289 ( 5 )( 6 ) ( 5 )( 6 ) Class A Common Stock 53,289 $ 0 14,291,450 I Trilogy Management Investors Seven, LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walsh Jeff Alexander
C/O LOANDEPOT
26642 TOWNE CENTRE DRIVE
FOOTHILL RANCH, CA92610
Sr. EVP, Chief Revenue Officer
Signatures
/s/ Peter Macdonald, as Attorney-in-Fact for Mr. Walsh 08/23/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive, at settlement, one share of Class A Common Stock or, at the option of the Compensation Committee, the cash value of one share of Class A Common Stock
( 2 )In accordance with the terms of the Agreement, RSUs that vested on July 28, 2022 were settled on August 1, 2022.
( 3 )The RSUs are scheduled to vest as follows, 18,436 on each of 7/28/22, 7/28/23, 7/28/24 and 7/28/25. Within 30 days following each vesting date, Issuer will deliver the number of shares of Class A Common Stock that correspond to the number of RSUs that vested or, at the discretion of the Compensation Committee, its cash equivalent.
( 4 )On August 1, 2022, the Reporting Person filed a Form 4, reported in Table I the acquisition of 18,436 shares and the subsequent disposition of 9,141 shares, however, the Reporting Person also converted 53,289 Common Units to Class A Common Stock of the Issuer during the same reporting period. This amendment to Form 4 is being filed solely to correct this error, and the rest of the Form 4 remains unchanged, as reflected here.
( 5 )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.
( 6 )The Reporting Person has, and at all times since the Issuer's initial public offering ("IPO") has held, an indirect pecuniary interest in a portion of the securities of the Issuer and LD Holdings Group LLC ("LD Holdings") directly held by Trilogy Management Investors Seven, LLC ("Trilogy Seven") as reported on Anthony Hsieh's Form 4 filed on February 16, 2021. All of the securities of the Issuer held by Trilogy Seven are directly reported by Trilogy Seven and were not previously reported by the persons holding an indirect interest in the securities. The Reporting Person disclaims beneficial ownership of the securities held by Trilogy Six and Trilogy Seven except to the extent of his pecuniary interest therein.

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