Sec Form 13G Filing - PCP MANAGERS GP LLC @ loanDepot Inc.

Sec Form 13G Filing - PCP MANAGERS GP LLC filing for loanDepot Inc. (LDI) - 2022-02-11

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

loanDepot, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

53946R106

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Type of Reporting Person (See Instructions)

(1)

Represents (i) 3,813,271 shares of Class A Common Stock and (ii) 100,415,557 shares of Class A Common Stock issuable in respect of (a) 3,388,886 shares of Class C Common Stock (“Class C Common Stock”), convertible (together with an equal number of units of LD Holdings Group LLC (“Units”)) into Class A Common Stock on a one-to-one basis at the election of the Reporting Person(s) and (b) 97,026,671 shares of Class D Common Stock (“Class D Common Stock”) which are convertible into shares of Class A Common Stock on a one-for-one basis at the election of the Reporting Person(s).

(2)

Calculated based on (i) 20,019,448 Class A Common Stock shares outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021 and (ii) 100,415,557 Shares of Class A Common Stock issuable in respect of the shares of Class C Common Stock (and Units) and Class D Common Stock beneficially owned by the Reporting Persons. If such calculation were based on the assumption that all Class C shares and all of the Issuer’s Class D shares that are convertible (together with an equivalent number of Common Units) at any time on a one-for-one basis into shares of Class A Common Stock of the Issuer, were converted into Class A Shares, the Reporting Person’s beneficial ownership would be 33.72%.

(1)	Represents (i) 3,813,271 shares of Class A Common Stock and (ii) 100,415,557 shares of Class A Common Stock issuable in respect of the shares of Class C Common Stock (and Units) and Class D Common Stock beneficially owned by the Reporting Persons.

(2)

Calculated based on (i) 20,019,448 Class A Common Stock shares outstanding as of September 30, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021 and (ii) 100,415,557 Shares of Class A Common Stock issuable in respect of the shares of Class C Common Stock (and Units) and Class D Common Stock beneficially owned by the Reporting Persons. If such calc ulation were based on the assumption that all Class C shares and all of the Issuer’s Class D shares that are convertible (together with an equivalent number of Common Units) at any time on a one-for-one basis into shares of Class A Common Stock of the Issuer, were converted into Class A Shares, the Reporting Person’s beneficial ownership would be 33.72%.

(1)	Represents (i) 3,813,271 shares of Class A Common Stock and (ii) 100,415,557 shares of Class A Common Stock issuable in respect of the shares of Class C Common Stock (and Units) and Class D Common Stock beneficially owned by the Reporting Persons.

(2)

Item 1(a).

Name of Issuer

loanDepot, Inc.

Item 1(b).

Address of the Issuer’s Principal Executive Offices

26642 Towne Centre Drive

Foothill Ranch, CA 92610

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

Item 2(a).

Names of Persons Filing

(i)

PCP Managers GP, LLC

(ii)

Brian P. Golson

(iii)

David J. Ament

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

Four Embarcadero Center, Suite 3610

San Francisco, CA 94111

Item 2(c).

Citizenship

See responses to Item 4 on each cover page.

Item 2(d).

Title of Class of Securities

Class A Common Stock

Item 2(e).

CUSIP Number

53946R106

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Not Applicable.

Item 4.

Ownership

(a)

Amount beneficially owned: 104,224,828

(b)

Percent of Class: 83.89%

(c)

Number of shares as to which the Reporting Person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

The reported securities are directly or indirectly held by funds and entities managed or controlled by the Reporting Persons, including: Parthenon Investors III, L.P., Parthenon Investors IV, L.P., Parthenon Capital Partners Fund, L.P., Parthenon Capital Partners Fund II, L.P., PCAP Partners III, LLC, PCP Partners IV, L.P. and PCP Managers, L.P. (together, the “Parthenon Investors”). PCP Managers GP, LLC directly or indirectly exercises investment control with respect to each of the Parthenon Investors. Brian P. Golson and David J. Ament are Managing Partners of, and exercise decision-making power with respect to, PCP Managers GP, LLC, and therefore have voting and investment control over the reported securities. As such, each of the Reporting Persons may be deemed to beneficially own the reported securities. Notwithstanding the foregoing, this Statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this Statement.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:February 11, 2022


PCP MANAGERS GP, LLC

By:		/s/ Brian P. Golson
		Name: Brian P. Golson
		Title: Managing Member

EXHIBIT LIST


Exhibit A		Joint Filing Agreement, dated as of February 11, 2022

Names of Reporting Persons

PCP Managers GP, LLC

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware