Form 4: PCP Managers convert 3.39M units to Class A at loanDepot (LDI)
Rhea-AI Filing Summary
loanDepot, Inc. (LDI) reporting persons from Parthenon Capital filed a Form 4 disclosing reorganization exchanges tied to the issuer's IPO. On 09/22/2025 reporting persons elected to exchange 3,388,886 LD Holdings Common Units/Class C shares for an equal number of Class A Common Stock shares, effective October 1, 2025. The Class C shares corresponding to the exchanged units were cancelled for no consideration. Following the reported transactions, the reporting entities beneficially own 6,382,763 shares of Class A Common Stock. Reporting persons include PCP Managers GP, LLC, PCP Managers, L.P., Brian P. Golson and Andrew C. Dodson; Golson and Dodson serve as directors.
Positive
- Clear disclosure of the number of Common Units exchanged: 3,388,886
- Resulting Class A beneficial ownership is quantified at 6,382,763 shares
- Effective date of exchange explicitly stated as October 1, 2025
Negative
- Class C shares cancelled for no consideration for the exchanged units
- Reporting persons disclaim beneficial ownership except for pecuniary interests, limiting clarity on control attribution
Insights
TL;DR: Reporting persons converted 3,388,886 units into Class A shares, raising Class A beneficial ownership to 6,382,763 shares.
The filing documents a structural conversion tied to the issuer's IPO where holders of LD Holdings Common Units exchanged units and associated Class C shares for Class A Common Stock on a one-for-one basis. The exchange date was elected 09/22/2025 and will be effective 10/01/2025. The Class C shares tied to the exchanged units were cancelled for no consideration. The filing quantifies the exact number of units exchanged and the resulting Class A beneficial ownership, providing clear ownership metrics for modeling potential vote and share counts.
TL;DR: Governance change via conversion of units to Class A shares; two reporting persons are directors with disclosed pecuniary disclaimers.
The Form 4 clarifies relationships: PCP Managers GP, LLC is general partner of PCP Managers, L.P., an affiliate of Parthenon Capital, and Messrs. Golson and Dodson serve as directors. The filing includes standard disclaimers that reporting persons disclaim beneficial ownership except for pecuniary interests. It also documents cancellation of Class C Common Stock issued in the reorganization for no consideration when exchanged for Class A shares, a legal and record-level detail relevant to cap table reconciliation.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Common Units | 3,388,886 | $0.00 | -- |
| Other | Class C Common Stock | 3,388,886 | $0.00 | -- |
| Conversion | Class A Common Stock | 3,388,886 | $0.00 | -- |
Footnotes (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. The transaction date is the date the reporting persons elected to make the exchange described in footnotes 1 and 3, which exchange will occur effective as of October 1, 2025. PCP Managers, L.P. elected to exchange the Common Units held by it 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. PCP Managers GP, LLC is the general partner of PCP Managers, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended, and an affiliate of Parthenon Capital Partners ("Parthenon Capital"). Messrs. Golson and Dodson serve as directors of the issuer. Mr. Golson is the Co-CEO and Managing Partner at Parthenon Capital and Mr. Dodson is a Managing Partner at Parthenon Capital. PCP Managers GP, LLC and certain of the reporting persons and their affiliates may be deemed to beneficially own the securities owned of record by PCP Managers, L.P. Each of the reporting persons and their affiliates 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.
