09/23/2025 | Press release | Distributed by Public on 09/23/2025 14:39
FORM 4
|
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 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Units | (1) | 09/19/2025(2) | C(3) | 1,300,000 | (1) | (1) | Class A Common Stock | 1,300,000 | $ 0 (1) | 30,545,633 | I | Trilogy Mortgage Holdings, Inc.(4) | |||
Common Units | (1) | (1) | (1) | Class A Common Stock | 4,310,497 | 4,310,497 | I | By JLSA, LLC(4) | |||||||
Common Units | (1) | (1) | (1) | Class A Common Stock | 66,404,880 | 66,404,880 | I | By Trilogy Management Investors Six, LLC(4) | |||||||
Common Units | (1) | (1) | (1) | Class A Common Stock | 3,114,521 | 3,114,521 | I | By JLSSAA Trust(5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hsieh Anthony Li C/O LOANDEPOT, INC. 6561 IRVINE CENTER DR. IRVINE, CA 92618 |
X | X | Executive Chair, CEO & Pres. |
/s/ Greg Smith, as Attorney-in-Fact for Anthony Li Hsieh | 09/23/2025 | |
**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) | In the reorganization transactions related to Issuer's IPO, shares of Issuer's Class C Common Stock, par value $0.001 ("Class C Common Stock"), were issued to certain holders of LD Holdings Group LLC ("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. |
(2) | The transaction date is the date the Reporting Person elected to make the exchange described in footnotes 1 and 3, which exchange will occur effective as of October 1, 2025. |
(3) | The reporting person elected to cause Trilogy Mortgage Holdings, Inc. to exchange a portion of the Common Units held for the reporting person's benefit by such entity for an equal number of shares of Class A Common Stock. 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. |
(4) | The reporting person has voting and investment power over the shares of Class C Common Stock held by Trilogy Mortgage Holdings, Inc., JLSA, LLC and Trilogy Management Investors Six, LLC. |
(5) | As trustee, Anthony Hsieh has voting and investment power over the assets of The JLSSAA Trust ("JLSSAA Trust"). |