Andrew C Dodson Form 4 loanDepot / Brian P. Golson 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 CA 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2024

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/03/2024		M		30,192	A	$0	4,176,351	I	See Footnotes(1)(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 (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	(3)	09/03/2024(4)		M			30,192	(5)	(5)	Class A Common Stock	30,192	$0	90,580	I	See Footnotes(1)(2)

1. Name and Address of Reporting Person^*

PCP MANAGERS GP, LLC

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Golson Brian P.

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dodson Andrew C

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 3610

(Street)

SAN FRANCISCO CA 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 CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. Pursuant to Assignment and Acknowledgement Agreements, dated as of May 6, 2021, Messrs. Golson and Dodson (the "Directors") serve as directors of loanDepot, Inc. (the "Issuer") and hold the RSUs for the benefit of PCP Managers, L.P. The Directors disclaim all right, title and interest in the RSUs. PCP Managers GP, LLC is the general partner of PCP Managers, L.P, an affiliate of Parthenon Capital Partners ("Parthenon Capital"). Mr. Golson is the Co-CEO and Managing Partner at Parthenon Capital and Mr. Dodson is a Managing Partner at Parthenon Capital. PCP Managers GP, LLC and certain of the Reporting Persons' affiliates may be deemed to be a director by deputization of the Issuer.

3. 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.

4. RSUs that vested on August 31, 2024, were settled on September 3, 2024.

5. The remaining RSUs are scheduled to vest ratably on November 30, 2024, February 28, 2025 and May 31, 2025.

Remarks:

	/s/ Denise Apicella, as Attorney-in-Fact for Andrew Dodson	09/05/2024
	/s/ Denise Apicella, as Attorney-in-Fact for John C. Dorman	09/05/2024
	/s/ Denise Apicella, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer of PCP Managers GP, LP and PCP Managers L.P.	09/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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