loanDepot, Inc. — Director's Dealing 2022

Sep 7, 2022

SEC Form 4/A — Form 4/A

Issuer: loanDepot, Inc. (LDI)
CIK: 0001831631
Period of Report: 2022-08-01

Reporting Person: Walsh Jeff Alexander (Sr. EVP, Chief Revenue Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-01	Class A Common Stock, par value $0.001 per share	M	18436	—	Acquired	5390979	Direct
2022-08-01	Class A Common Stock, par value $0.001 per share	F	9141	$1.77	Disposed	5381838	Direct
2022-08-01	Class A Common Stock, par value $0.001 per share	C	53289	—	Acquired	5435127	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-01	Restricted Stock Units	$	M	18436	Disposed		Class A Common Stock (18436.0)	Direct
2022-08-01	Common Units	$	C	53289	Disposed		Class A Common Stock (53289.0)	Indirect

Footnotes

F1: 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

F2: In accordance with the terms of the Agreement, RSUs that vested on July 28, 2022 were settled on August 1, 2022.

F3: The RSUs are scheduled to vest as follows, 18,436 on each of 7/28/22, 7/28/23, 7/28/24 and 7/28/25. Within 30 days following each vesting date, Issuer will deliver the number of shares of Class A Common Stock that correspond to the number of RSUs that vested or, at the discretion of the Compensation Committee, its cash equivalent.

F4: On August 1, 2022, the Reporting Person filed a Form 4, reported in Table I the acquisition of 18,436 shares and the subsequent disposition of 9,141 shares, however, the Reporting Person also converted 53,289 Common Units to Class A Common Stock of the Issuer during the same reporting period. This amendment to Form 4 is being filed solely to correct this error, and the rest of the Form 4 remains unchanged, as reflected here.

F5: 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.

F6: The Reporting Person has, and at all times since the Issuer's initial public offering ("IPO") has held, an indirect pecuniary interest in a portion of the securities of the Issuer and LD Holdings Group LLC ("LD Holdings") directly held by Trilogy Management Investors Seven, LLC ("Trilogy Seven") as reported on Anthony Hsieh's Form 4 filed on February 16, 2021. All of the securities of the Issuer held by Trilogy Seven are directly reported by Trilogy Seven and were not previously reported by the persons holding an indirect interest in the securities. The Reporting Person disclaims beneficial ownership of the securities held by Trilogy Six and Trilogy Seven except to the extent of his pecuniary interest therein.