Form Type: 4

SEC EDGAR Link
Accession Number:0001831631-22-000219
Date:2022-08-01
Issuer: LOANDEPOT, INC. (LDI)
Original Submission Date:

Reporting Person:

HSIEH ANTHONY LI
26642 TOWNE CENTRE DRIVE
FOOTHILL RANCH, CA 92610

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS C COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-08-01 J 97,344 d $0.00 95,713,710 indirect f2,f5,f6
CLASS A COMMON STOCK 2022-08-01 C 97,344 a $0.00 97,344 indirect f1,f2,f5
CLASS A COMMON STOCK 2022-08-01 J 97,344 d $0.00 0 indirect f1,f2,f5
CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-08-02 M 30,881 a $0.00 30,881 direct
CLASS A COMMON STOCK 2022-08-01 0 $0.00 3,155,295 indirect f8
CLASS C COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-08-01 0 $0.00 48,945,633 indirect f2
CLASS C COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-08-01 0 $0.00 4,310,497 indirect f2
CLASS C COMMON STOCK, PAR VALUE $0.001 PER SHARE 2022-08-01 0 $0.00 8,114,521 indirect f2
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
COMMON UNITS 0.0 2022-08-01 deemed execution date C 97,344 (d) class a common stock 97,344 $0.00 95,713,710 indirect see footnote
RESTRICTED STOCK UNITS 0.0 2022-08-02 deemed execution date M 30,881 (d) class a common stock 30,881 $0.00 92,644 direct
Footnotes
IDfootnote
f1 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.
f2 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").
f3 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.
f4 the balance of common units and class c common stock held by trilogy seven was updated to reflect certain administrative adjustments.
f5 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.
f6 represents 8,500 common units held by trilogy six and 88,844 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 79,800,891, 14,380,294 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.
f7 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
f8 as trustee, anthony hsieh has voting and investment power over the assets of the jlssaa trust.
f9 in accordance with the terms of the rsu agreement, rsus that vested on july 28, 2022 were settled on august 2, 2022.
f10 the rsus are scheduled to vest as follows, 30,881 on each of 7/28/22, 7/28/23 and 7/28/24 and 30,882 on 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.

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