| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
loanDepot, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6561 Irvine Center Drive, Irvine,
CALIFORNIA
, 92618. |
Item 1 Comment:
This Amendment No. 16 ("Amendment No. 16") to Schedule 13D (this "Schedule 13D") is filed by Anthony Hsieh (the "Reporting Person") and relates to the beneficial ownership of certain shares of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), of loanDepot, Inc., a Delaware corporation ("loanDepot" or the "Issuer"). Amendment No. 16 amends the initial statement on Schedule 13D filed by the Reporting Person on November 16, 2021, as amended on April 26, 2022, May 6, 2022, January 10, 2023, February 7, 2023, April 6, 2023, May 28, 2024, August 20, 2024, September 3, 2024, September 10, 2024, September 16, 2024, November 5, 2024, November 25, 2024, December 5, 2024 and March 7, 2025 (as amended prior to the date hereof, the "Original Filing," and as amended by this Amendment No. 16, the "Statement"). Except as specifically provided herein, this Amendment No. 16 does not modify any of the information previously reported in the Original Filing. Capitalized terms used but not defined have the meaning given them in the Original Filing. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Original Filing is hereby amended to add the following:
As previously disclosed, the Board of Directors of the Issuer approved the appointment of the Reporting Person as Interim CEO of the Issuer as of the earlier of June 4, 2025 or the Issuer's 2025 annual meeting of stockholders. The Reporting Person assumed the role of Interim CEO as of June 4, 2025. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information relating to the beneficial ownership of the Class A Common Stock by the Reporting Person set forth in Rows 7 through 13 of the cover page hereto and the related footnotes are incorporated by reference herein and is as of the date hereof. Such information assumes there are 111,009,806 shares of the Issuer's Class A Common Stock outstanding on May 5, 2025 as reported by the Issuer on a Form 10-Q filed with the SEC on May 8, 2025. The Reporting Person also owns 1,598,425 unvested restricted stock units ("RSUs") of the Issuer. By virtue of the relationship among the Reporting Person and the Class C Stockholders (as defined in the Original Filing), the Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the shares of Class A Common Stock as set forth in rows 7 through 13 of the cover pages of this Statement. The filing of this Statement shall not be construed as an admission that such individual is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. Certain of the shares obtainable upon exchange of Class C Common Stock are required to be delivered to third parties and would not be retained by the Reporting Person upon exchange. |
| (b) | Please see Item 5(a) above. |
| (c) | The Reporting Person, through the JLSSAA Trust, has sold certain shares of Class A Common Stock as shown in the table below. The amounts reported are weighted average prices. The Reporting Person undertakes to provide the Issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, specific trade amounts and pricing at which the respective transactions were effected.
Date Number of Shares Weighted Average Price
3/17/2025 436,248 $1.5007 (1)
7/18/2025 9,153 $2.0040 (2)
7/21/2025 672,865 $2.0200 (3)
7/22/2025 121,597 $2.0021 (4)
7/23/2025 267,326 $2.0080 (5)
1. The shares were sold in multiple transactions at prices ranging from $1.50 to $1.5074.
2. The shares were sold in a single transaction at a price of $2.004.
3. The shares were sold in multiple transactions at prices ranging from $2.00 to $2.08.
4. The shares were sold in multiple transactions at prices ranging from $2.00 to $2.01.
5. The shares were sold in multiple transactions at prices ranging from $2.00 to $2.11.
On May 31, 2025, 15,096 RSUs were settled for a corresponding share of Class A Common Stock.
As described in the Original Filing, in connection with the 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 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. On each of December 18, 2024 and March 18, 2025, the Reporting Person elected to cause Trilogy Mortgage Holdings, Inc to exchange 4,050,000 Common Units held for their 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 on each of December 18, 2024 and March 18, 2025. |
