loanDepot, Inc. — Director's Dealing 2022

Nov 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: loanDepot, Inc. (LDI)
CIK: 0001831631
Period of Report: 2022-11-01

Reporting Person: Hsieh Anthony Li (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-01	Class C Common Stock, par value $0.001 per share	J	1669822	—	Disposed	85481705	Indirect
2022-11-01	Class A Common Stock	C	1669822	—	Acquired	1669882	Indirect
2022-11-01	Class A Common Stock	J	1669822	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-01	Common Units	$	C	1669822	Disposed		Class A Common Stock (1669822.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, par value $0.001 per share	30881	Direct
Class A Common Stock	4184816	Indirect
Class C Common Stock, par value $0.001 per share	48945633	Indirect
Class C Common Stock, par value $0.001 per share	4310497	Indirect
Class C Common Stock, par value $0.001 per share	8114521	Indirect

Footnotes

F1: In the reorganization transactions related to Issuer's IPO, shares of Issuer's Class C Common Stock, par value $0.001, were issued to certain holders of LD Holdings class a common units ("Common Units") equal to the number of Common Units held by such holders. Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of LD Holdings, holders of Common Units may, subject to certain exceptions, from time to time require LD Holdings to redeem all or a portion of their Common Units (together with an equal number of shares of Class C Common Stock) in exchange for, at the Issuer's election (determined solely by a majority of the Issuer's directors who are disinterested), newly issued shares of Class A Common Stock, par value $0.001 ("Class A Common Stock") of the Issuer on a one-for-one basis or a cash payment equal to an average market price of one share of Class A Common Stock for each Common Unit so redeemed.

F2: Anthony Hsieh ("Reporting Person") has voting and investment power over the shares of Class C Common Stock, par value $0.001 ("Class C Common Stock"), of the Issuer owned by each of JLSA, LLC, The JLSSAA Trust, Trilogy Mortgage Holdings, Inc., Trilogy Mortgage Investors Six, LLC ("Trilogy Six"), Trilogy Management Investors Seven, LLC ("Trilogy Seven") and Trilogy Management Investors Eight, LLC ("Trilogy Eight") (collectively, "Other Reporting Persons").

F3: Certain executive officers and employees of the Issuer elected to cause Trilogy Six, Trilogy Seven and Trilogy Eight to exchange a portion of the Common Units held for their benefit by such entities for an equal number of shares of Class A Common Stock, par value $0.001 ("Class A Common Stock"), and to cause Trilogy Six, Trilogy Seven and Trilogy Eight, as applicable, to distribute such shares of Class A Common Stock to such persons directly. The shares of Class C Common Stock corresponding to the Common Units that were exchanged for Class A Common Stock were cancelled for no consideration.

F4: The balance of Common Units and Class C Common Stock held by Trilogy Seven was updated to reflect certain administrative adjustments.

F5: Certain directors, executive officers and employees of Issuer have an indirect pecuniary interest in a portion of the securities of Issuer and LD Holdings Group LLC held by Trilogy Six, Trilogy Seven and Trilogy Eight. 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.

F6: Represents 1,194,049 Common Units held by Trilogy Six and 475,773 Common Units held by Trilogy Seven that were exchanged for shares of Class A Common Stock and the cancellation of the corresponding shares of Class C Common Stock on a one-for-one basis as described in footnote 1. After such dispositions, each of Trilogy Six, Trilogy Seven and Trilogy Eight hold 73,889,645, 11,592,060 and 1,621,369 Common Units respectively. The foregoing transactions were effected on behalf of certain persons who held indirect pecuniary interests in Trilogy Six and Trilogy Seven and the Reporting Person disclaims all pecuniary interest with respect to the securities so exchanged, cancelled or distributed in connection with such transactions.

F7: As trustee, Anthony Hsieh has voting and investment power over the assets of the JLSSAA Trust.