PCP Managers Form 4 loanDepot / Associates PCap 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^*

PCP MANAGERS GP, LLC

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO,

94111

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2021

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
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock, par value $0.001 per share	02/11/2021		J		3,442,008	A	⁽³⁾	3,442,008	I⁽¹⁾⁽²⁾⁽⁶⁾	By PCP Managers, L.P.
Class D Common Stock, par value $0.001 per share	02/11/2021		J		110,297,411	A	⁽⁴⁾	110,297,411	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Investors III, L.P.
Class D Common Stock, par value $0.001 per share	02/16/2021		J		1,521,662	D	⁽⁵⁾	108,775,749	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Investors III, L.P.
Class A Common Stock, par value $0.001 per share	02/16/2021		J		1,521,662	A	⁽⁵⁾	1,521,662	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Investors III, L.P.
Class A Common Stock, par value $0.001 per share	02/16/2021		J		1,521,662	D	⁽⁵⁾	0	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Investors III, L.P.
Class D Common Stock, par value $0.001 per share	02/11/2021		J		1,680,747	A	⁽⁴⁾	1,680,747	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Capital Partners Fund, L.P.
Class D Common Stock, par value $0.001 per share	02/16/2021		J		23,187	D	⁽⁵⁾	1,657,560	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Capital Partners Fund, L.P.
Class A Common Stock, par value $0.001 per share	02/16/2021		J		23,187	A	⁽⁵⁾	23,187	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Capital Partners Fund, L.P.
Class A Common Stock, par value $0.001 per share	02/16/2021		J		23,187	D	⁽⁵⁾	0	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Capital Partners Fund, L.P.
Class D Common Stock, par value $0.001 per share	02/11/2021		J		71,665	A	⁽⁴⁾	71,665	I⁽¹⁾⁽²⁾⁽⁶⁾	By PCap Associates
Class D Common Stock, par value $0.001 per share	02/16/2021		J		989	D	⁽⁵⁾	70,676	I⁽¹⁾⁽²⁾⁽⁶⁾	By PCap Associates
Class A Common Stock, par value $0.001 per share	02/16/2021		J		989	A	⁽⁵⁾	989	I⁽¹⁾⁽²⁾⁽⁶⁾	By PCap Associates
Class A Common Stock, par value $0.001 per share	02/16/2021		J		989	D	⁽⁵⁾	0	I⁽¹⁾⁽²⁾⁽⁶⁾	By PCap Associates
Class D Common Stock, par value $0.001 per share	02/11/2021		J		9,178,996	A	⁽⁴⁾	9,178,996	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Investors IV, L.P.
Class D Common Stock, par value $0.001 per share	02/16/2021		J		126,633	D	⁽⁵⁾	9,052,363	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Investors IV, L.P.
Class A Common Stock, par value $0.001 per share	02/16/2021		J		126,633	A	⁽⁵⁾	126,633	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Investors IV, L.P.
Class A Common Stock, par value $0.001 per share	02/16/2021		J		126,633	D	⁽⁵⁾	0	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Investors IV, L.P.
Class D Common Stock, par value $0.001 per share	02/11/2021		J		139,782	A	⁽⁴⁾	139,782	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Capital Partners Fund II, L.P.
Class D Common Stock, par value $0.001 per share	02/16/2021		J		1,929	D	⁽⁵⁾	137,853	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Capital Partners Fund II, L.P.
Class A Common Stock, par value $0.001 per share	02/16/2021		J		1,929	A	⁽⁵⁾	1,929	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Capital Partners Fund II, L.P.
Class A Common Stock, par value $0.001 per share	02/16/2021		J		1,929	D	⁽⁵⁾	0	I⁽¹⁾⁽²⁾⁽⁶⁾	By Parthenon Capital Partners Fund II, L.P.

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

PCP MANAGERS GP, LLC

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO,

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PCP MANAGERS, L.P.

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PARTHENON CAPITAL PARTNERS FUND II, LP

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PCP Partners IV, L.P.

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PARTHENON INVESTORS IV, L.P.

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PARTHENON CAPITAL PARTNERS FUND, LP

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PCap III, LLC

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PCap Partners III, LLC

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PCap Associates

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Parthenon Investors III LP

(Last)

(First)

(Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. PCP Managers GP, L.P. (for which decision making is controlled by Mr. Ament and Mr. Golson) has voting and investment power over the shares of Class C Common Stock and Class D Common Stock of loanDepot, Inc. (the "Issuer") owned by (1) Parthenon Investors IV, L.P. (the general partner of which is PCP Partners IV, L.P., the general partner of which is PCP Managers L.P., the general partner of which is PCP Managers GP, LLC), (2) Parthenon Investors III, L.P. (the general partner of which is PCap Partners III, LLC, the sole managing member of which is PCap III, LLC, the sole managing member of which is PCP Managers , L.P., the general partner of which is PCP Managers GP, LLC), (3) PCP Managers, L.P. (the general partner of which is PCP Managers GP, LLC),

2. (Continued from footnote 1) (4) PCap Associates (the general partner of which is PCap Partners III, LLC, the sole managing member of which is PCap III, LLC, the sole managing member of which is PCP Managers , L.P., the general partner of which is PCP Managers GP, LLC), (5) Parthenon Capital Partners Fund, L.P. (the sole managing member of which is PCP Managers, L.P., the general partner of which is PCP Managers GP, LLC) and (6) Parthenon Capital Partners Fund II, L.P. (the sole managing member of which is PCP Managers , L.P., the general partner of which is PCP Managers GP, LLC).

3. In the reorganization transactions in connection with the initial public offering of the Issuer (the "Reorganization Transactions") and pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, PCP Managers, L.P. was issued a number of shares of Class C Common Stock of the Issuer equal to its equity interests in LD Holdings Group LLC.

4. In the Reorganization Transactions, each of Parthenon Investors IV, L.P., Parthenon Investors III, L.P., PCap Associates, Parthenon Capital Partners Fund, L.P and Parthenon Capital Partners Fund II, L.P. surrendered all of its equity interests in LD Holdings Group LLC to be redeemed and cancelled, and was issued an equal number of shares of Class D Common Stock of the Issuer.

5. Represents Class D Common Stock disposed of in connection with the IPO, which closed on February 16, 2021. These shares of Class D Common Stock converted to shares of Class A Common Stock immediately prior to the time of sale and were disposed at $13.16 per share, an initial public offering price of $14.00 per share less the underwriting discounts.

6. 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:

Exhibit 99.1 Signatures Form 1 of 2.

	/s/ Peter Macdonald, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer	02/16/2021
	See Signatures Included in Exhibit 99.1	02/16/2021
	** 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).
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.

PCP Managers Form 4loanDepot / Associates PCap ownership change