SEC Info - Martell Frank - ‘4’ for 5/25/22 re: loanDepot, Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Martell Frank

(Last)

(First)

(Middle)

C/O LOANDEPOT, INC.

26642 TOWNE CENTRE DRIVE

(Street)

FOOTHILL RANCH

92610

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
loanDepot, Inc. [ LDI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
5/25/22

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	5/25/22		A		1,000,000		⁽²⁾	⁽²⁾	Class A Common Stock	1,000,000	$0	1,000,000	D
Performance Share Units	⁽³⁾	5/25/22		A		3,000,000		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,000,000	$0	3,000,000	D
Stock Option	$2.72	5/25/22		A		1,000,000		⁽⁵⁾	5/25/32	Class A Common Stock	1,000,000	$0	1,000,000	D

Explanation of Responses:

(1) Each restricted stock unit ("RSU") represents a contingent right to receive, at settlement, one share of Class A Common Stock.

(2) The RSUs are scheduled to vest as follows, 250,000 on each of 4/27/23, 4/27/24, 4/27/25 and 4/27/26. Within 30 days following each vesting date (provided such date does not fall during a Blackout Period), Issuer will deliver the number of shares of Class A Common Stock that correspond to the number of RSUs that vested.

(3) Each performance share unit ("PSU") represents a contingent right to receive one share of Issuer's Class A Common Stock.

(4) The PSUs vest on the 5th anniversary of the grant date in proportion to specified stock price hurdles being achieved by the Issuer's Class A Common stock.

(5) The stock options are scheduled to vest as follows, 250,000 on each of 4/27/23, 4/27/24, 4/27/25 and 4/27/26

Remarks:

	/s/ Frank Martell	5/27/22
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Martell Frank – ‘4’ for 5/25/22 re: loanDepot, Inc.

On: Friday, 5/27/22, at 4:24pm ET · For: 5/25/22 · Accession #: 1831631-22-148 · File #: 1-40003

Previous ‘4’: ‘4’ on 5/24/22 for 5/20/22 · Next: ‘4’ on 6/6/22 for 6/2/22 · Latest: ‘4/A’ on 5/3/24 for 5/1/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Martell Frank – ‘4’ for 5/25/22 re: loanDepot, Inc.

On: Friday, 5/27/22, at 4:24pm ET · For: 5/25/22 · Accession #: 1831631-22-148 · File #: 1-40003

Previous ‘4’: ‘4’ on 5/24/22 for 5/20/22 · Next: ‘4’ on 6/6/22 for 6/2/22 · Latest: ‘4/A’ on 5/3/24 for 5/1/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents