06/06/2025 | Press release | Distributed by Public on 06/06/2025 16:00
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 06/05/2025 | A | 196,850 | (1) | (1) | Class A Common Stock | 196,850 | $ 0 | 196,850 | I | See Footnotes(2)(3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PCP MANAGERS GP, LLC FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | X | ||
Golson Brian P. FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | |||
Dodson Andrew C FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | |||
PCP MANAGERS, L.P. FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA 94111 |
X | X |
/s/ Greg Smith, as Attorney-in-Fact for Andrew C. Dodson | 06/06/2025 | |
**Signature of Reporting Person | Date | |
/s/ Greg Smith, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer of PCP Managers GP, LP and PCP Managers L.P. | 06/06/2025 | |
**Signature of Reporting Person | Date | |
/s/ Greg Smith, as Attorney-in-Fact for Brian P. Golson | 06/06/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. The RSUs are scheduled to vest ratably on August 29, 2025, November 28, 2025, February 27, 2026, and May 29, 2026. |
(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 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. |