loanDepot, Inc. — Director's Dealing 2021

Feb 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: loanDepot, Inc. (LDI)
CIK: 0001831631
Period of Report: 2021-02-11

Reporting Person: PCP MANAGERS GP, LLC (10% Owner)
Reporting Person: PCP MANAGERS, L.P. (10% Owner)
Reporting Person: PARTHENON CAPITAL PARTNERS FUND II, LP (10% Owner)
Reporting Person: PCP Partners IV, L.P. (10% Owner)
Reporting Person: PARTHENON INVESTORS IV, L.P. (10% Owner)
Reporting Person: PARTHENON CAPITAL PARTNERS FUND, LP (10% Owner)
Reporting Person: PCap III, LLC (10% Owner)
Reporting Person: PCap Partners III, LLC (10% Owner)
Reporting Person: PCap Associates (10% Owner)
Reporting Person: Parthenon Investors III LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-11	Class C Common Stock, par value $0.001 per share	J	3442008	—	Acquired	3442008	Indirect
2021-02-11	Class D Common Stock, par value $0.001 per share	J	110297411	—	Acquired	110297411	Indirect
2021-02-16	Class D Common Stock, par value $0.001 per share	J	1521662	—	Disposed	108775749	Indirect
2021-02-16	Class A Common Stock, par value $0.001 per share	J	1521662	—	Acquired	1521662	Indirect
2021-02-16	Class A Common Stock, par value $0.001 per share	J	1521662	—	Disposed	0	Indirect
2021-02-11	Class D Common Stock, par value $0.001 per share	J	1680747	—	Acquired	1680747	Indirect
2021-02-16	Class D Common Stock, par value $0.001 per share	J	23187	—	Disposed	1657560	Indirect
2021-02-16	Class A Common Stock, par value $0.001 per share	J	23187	—	Acquired	23187	Indirect
2021-02-16	Class A Common Stock, par value $0.001 per share	J	23187	—	Disposed	0	Indirect
2021-02-11	Class D Common Stock, par value $0.001 per share	J	71665	—	Acquired	71665	Indirect
2021-02-16	Class D Common Stock, par value $0.001 per share	J	989	—	Disposed	70676	Indirect
2021-02-16	Class A Common Stock, par value $0.001 per share	J	989	—	Acquired	989	Indirect
2021-02-16	Class A Common Stock, par value $0.001 per share	J	989	—	Disposed	0	Indirect
2021-02-11	Class D Common Stock, par value $0.001 per share	J	9178996	—	Acquired	9178996	Indirect
2021-02-16	Class D Common Stock, par value $0.001 per share	J	126633	—	Disposed	9052363	Indirect
2021-02-16	Class A Common Stock, par value $0.001 per share	J	126633	—	Acquired	126633	Indirect
2021-02-16	Class A Common Stock, par value $0.001 per share	J	126633	—	Disposed	0	Indirect
2021-02-11	Class D Common Stock, par value $0.001 per share	J	139782	—	Acquired	139782	Indirect
2021-02-16	Class D Common Stock, par value $0.001 per share	J	1929	—	Disposed	137853	Indirect
2021-02-16	Class A Common Stock, par value $0.001 per share	J	1929	—	Acquired	1929	Indirect
2021-02-16	Class A Common Stock, par value $0.001 per share	J	1929	—	Disposed	0	Indirect

Footnotes

F1: 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),

F2: (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).

F3: 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.

F4: 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.

F5: 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.

F6: 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.