Frank Martell Form 4 loanDepot / Frank Martell ownership change

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

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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^*

Martell Frank

(Last) (First) (Middle)

C/O LOANDEPOT, INC.

6561 IRVINE CENTER DR.

(Street)

IRVINE CA 92618

(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	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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

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
Restricted Stock Units	(1)	07/19/2023		A		969,162		(2)	(2)	Class A Common Stock	969,162	$0	969,162	D
Performance Share Units	(3)	07/19/2023		A		969,162		(4)	(4)	Class A Common Stock	969,162	$0	969,162	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive, at settlement, one share of Class A Common Stock.

2. The RSUs are scheduled to vest as follows: 1/3rd on each of the first three anniversaries of the date of grant. Within 30 days following each vesting date (provided such date does not fall during a Blackout Period), Issuer will deliver the number of shares of Class A Common Stock that correspond to the number of RSUs that vested.

3. Each performance share unit ("PSU") represents a contingent right to receive on share of Class A Common Stock.

4. The PSUs are scheduled to vest if the average closing price of the Class A Common Stock over any 30-consecutive trading day period prior to the 5th anniversary of the grant date equals or exceeds the following share prices: (i) <$3.00 share price - 0% of target PSUs that vest; (ii) $3.00 share price - 25% of target PSUs that vest; (iii) $4.00 share price - 50% of target PSUs that vest; (iv) $5.00 share price - 75% of target PSUs that vest; (v) $6.00 share price - 100% of target PSUs that vest; (vi) $7.50 share price - 25% of target PSUs that vest; (vii) $9.00 share price - 150% of target PSUs that vest; (viii) $10.50 share price - 175% of target PSUs that vest; and (ix) $13.00 share price - 200% of target PSUs that vest. Any PSUs which have not become earned by July 19, 2028 will be forfeited.

Remarks:

	/s/ Amanda Darby, as Attorney-in-Fact for Frank Martell	07/21/2023
	** 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).
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