Sec Form 13G Filing - PCP MANAGERS GP LLC filing for loanDepot Inc. (LDI) - 2023-02-13

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 the disclosures provided in a prior cover page.

  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

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  104,444,346

  Sole Dispositive Power

  0

  Shared Dispositive Power

  104,444,346

  Aggregate Amount Beneficially Owned by Each Reporting Person

  104,444,346⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  60.54%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents (i) 3,985,685 shares of Class A Common Stock and (ii) 100,458,661 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), (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), and (c) 43,104 Restricted Stock Units (“RSUs”) scheduled to vest on February 28, 2023.

Calculated based on (i) 72,066,120 shares of Class A Common Stock outstanding as of November 9, 2022 as reported on the Issuer’s Form 10-Q, filed on November 9, 2022 and (ii) 100,458,661 Shares of Class A Common Stock issuable in respect of the shares of Class C Common Stock (and Units), Class D Common Stock, and RSUs 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 33.22%.

  Names of Reporting Persons

  Brian P. Golson

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

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  Shared Voting Power

  104,444,346

  Sole Dispositive Power

  Shared Dispositive Power

  104,444,346

  Aggregate Amount Beneficially Owned by Each Reporting Person

  104,444,346⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  60.54%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Represents (i) 3,985,685 shares of Class A Common Stock and (ii) 100,458,661 shares of Class A Common Stock issuable in respect of (a) 3,388,886 shares of Class C Common Stock, (b) 97,026,671 shares of Class D Common Stock, and (c) 43,104 RSUs scheduled to vest on February 28, 2023.

Calculated based on (i) 72,066,120 shares of Class A Common Stock outstanding as of November 9, 2022 as reported on the Issuer’s Form 10-Q, filed on November 9, 2022 and (ii) 100,458,661 Shares of Class A Common Stock issuable in respect of the shares of Class C Common Stock (and Units), Class D Common Stock, and RSUs 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 33.22%.

  Names of Reporting Persons

  David J. Ament

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

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  Shared Voting Power

  104,444,346

  Sole Dispositive Power

  Shared Dispositive Power

  104,444,346

  Aggregate Amount Beneficially Owned by Each Reporting Person

  104,444,346⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  60.54%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Represents (i) 3,985,685 shares of Class A Common Stock and (ii) 100,458,661 shares of Class A Common Stock issuable in respect of (a) 3,388,886 shares of Class C Common Stock, (b) 97,026,671 shares of Class D Common Stock, and (c) 43,104 RSUs scheduled to vest on February 28, 2023.

Calculated based on (i) 72,066,120 shares of Class A Common Stock outstanding as of November 9, 2022 as reported on the Issuer’s Form 10-Q, filed on November 9, 2022 and (ii) 100,458,661 Shares of Class A Common Stock issuable in respect of the shares of Class C Common Stock (and Units), Class D Common Stock, and RSUs 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 33.22%.

26642 Towne Centre Drive

Foothill Ranch, CA 92610

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

1. PCP MANAGERS GP, LLC

2. Brian P. Golson

3. David J. Ament

Four Embarcadero Center, Suite 3610

San Francisco, CA 94111

Ownership.

(a)   Amount beneficially owned:

See response to Item 9 on each cover page.

(b)  Percent of Class:

See response to Item 11 on each cover page.

(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.