Guild Holdings Co — Director's Dealing 2020

Oct 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Guild Holdings Co (GHLD)
CIK: 0001821160
Period of Report: 2020-10-26

Reporting Person: Duffy Patrick Joseph (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-26	Class A Common Stock, par value $0.01 per share	C	4900272	—	Acquired	4900272	Indirect
2020-10-26	Class A Common Stock, par value $0.01 per share	S	4900272	$14.025	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-26	Class B Common Stock, par value $0.01 per share	$	C	4900272	Disposed		Class A Common Stock (4900272)	Indirect

Footnotes

F1: Shares of Class B Common Stock are convertible into shares of Class A Common Stock of Guild Holdings Company on a one-to-one basis at any time at the option of the holder. Guild Holdings Company's Amended and Restated Articles of Incorporation provides that, among other things, each share of Class B Common Stock will automatically convert into one share of Class A common stock (a) immediately prior to any sale or other transfer of such share by a holder of such share, subject to certain limited exceptions, such as transfers to permitted transferees, or (b) if McCarthy Capital Mortgage Investors ("MCMI"), any other investment funds affiliated with McCarthy Partners, LLC, and any company or other entity controlled by, controlling or under common control with MCMI or any such investment fund (other than any portfolio company) own shares of Class B Common Stock representing less than 10% of the aggregate number of shares of Guild Holdings Company's issued and outstanding common stock.

F2: (continued from footnote 1) On October 26, 2020, MCMI directed the sale of 4,900,272 shares of its Class B Common Stock, resulting in the automatic conversion of those shares into Class A Common Stock.

F3: Represents shares sold by MCMI upon the closing of the initial public offering of the Class A Common Stock at a net price per share of $14.025 (after underwriting discounts and commissions).

F4: Includes 40,333,019 shares of the Class B Common Stock of Guild Holdings Company which are held of record by MCMI and over which McCarthy Partners, LLC exercises voting and investment control. In his capacity as the President of McCarthy Partners, LLC, Mr. Duffy may be deemed to exercise voting and investment control over the shares of Class B Common Stock held by MCMI.