Sec Form 4 Filing - PCP MANAGERS GP, LLC @ loanDepot, Inc. - 2021-02-11

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PCP MANAGERS GP, LLC 2. Issuer Name and Ticker or Trading Symbol loanDepot, Inc. [ LDI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) FOUR EMBARCADERO CENTER, SUITE 3610 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2021 (Street) SAN FRANCISCO,, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class C Common Stock, par value $0.001 per share 02/11/2021 J 3,442,008 A 3,442,008 I ( 1 ) ( 2 ) ( 6 ) By PCP Managers, L.P. Class D Common Stock, par value $0.001 per share 02/11/2021 J 110,297,411 A 110,297,411 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Investors III, L.P. Class D Common Stock, par value $0.001 per share 02/16/2021 J 1,521,662 D 108,775,749 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Investors III, L.P. Class A Common Stock, par value $0.001 per share 02/16/2021 J 1,521,662 A 1,521,662 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Investors III, L.P. Class A Common Stock, par value $0.001 per share 02/16/2021 J 1,521,662 D 0 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Investors III, L.P. Class D Common Stock, par value $0.001 per share 02/11/2021 J 1,680,747 A 1,680,747 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Capital Partners Fund, L.P. Class D Common Stock, par valu e $0.001 per share 02/16/2021 J 23,187 D 1,657,560 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Capital Partners Fund, L.P. Class A Common Stock, par value $0.001 per share 02/16/2021 J 23,187 A 23,187 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Capital Partners Fund, L.P. Class A Common Stock, par value $0.001 per share 02/16/2021 J 23,187 D 0 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Capital Partners Fund, L.P. Class D Common Stock, par value $0.001 per share 02/11/2021 J 71,665 A 71,665 I ( 1 ) ( 2 ) ( 6 ) By PCap Associates Class D Common Stock, par value $0.001 per share 02/16/2021 J 989 D 70,676 I ( 1 ) ( 2 ) ( 6 ) By PCap Associates Class A Common Stock, par value $0.001 per share 02/16/2021 J 989 A 989 I ( 1 ) ( 2 ) ( 6 ) By PCap Associates Class A Common Stock, par value $0.001 per share 02/16/2021 J 989 D 0 I ( 1 ) ( 2 ) ( 6 ) By PCap Associates Class D Common Stock, par value $0.001 per share 02/11/2021 J 9,178,996 A 9,178,996 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Investors IV, L.P. Class D Common Stock, par value $0.001 per share 02/16/2021 J 126,633 D 9,052,363 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Investors IV, L.P. Class A Common Stock, par value $0.001 per share 02/16/2021 J 126,633 A 126,633 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Investors IV, L.P. Class A Common Stock, par value $0.001 per share 02/16/2021 J 126,633 D 0 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Investors IV, L.P. Class D Common Stock, par value $0.001 per share 02/11/2021 J 139,782 A 139,782 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Capital Partners Fund II, L.P. Class D Common Stock, par value $0.001 per share 02/16/2021 J 1,929 D 137,853 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Capital Partners Fund II, L.P. Class A Common Stock, par value $0.001 per share 02/16/2021 J 1,929 A 1,929 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Capital Partners Fund II, L.P. Class A Common Stock, par value $0.001 per share 02/16/2021 J 1,929 D 0 I ( 1 ) ( 2 ) ( 6 ) By Parthenon Capital Partners Fund II, L.P.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PCP MANAGERS GP, LLC FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO,, CA94111 X PCP MANAGERS, L.P. FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA94111 X PARTHENON CAPITAL PARTNERS FUND II, LP FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA94111 X PCP Partners IV, L.P. FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA94111 X PARTHENON INVESTORS IV, L.P. FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA94111 X PARTHENON CAPITAL PARTNERS FUND, LP FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA94111 X PCap III, LLC FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA94111 X PCap Partners III, LLC FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA94111 X PCap Associates FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA94111 X Parthenon Investors III LP FOUR EMBARCADERO CENTER SUITE 3610 SAN FRANCISCO, CA94111 X Signatures /s/ Peter Macdonald, as Attorney-in-Fact for Joseph Taveira, Chief Financial Officer 02/16/2021 Signature of Reporting Person Date See Signatures Included in Exhibit 99.1 02/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )PCP Managers GP, L.P. (for which decision making is controlled by Mr. Ament and Mr. Golson) has voting and investment power over the shares of Class C Common Stock and Class D Common Stock of loanDepot, Inc. (the "Issuer") owned by (1) Parthenon Investors IV, L.P. (the general partner of which is PCP Partners IV, L.P., the general partner of which is PCP Managers L.P., the general partner of which is PCP Managers GP, LLC), (2) Parthenon Investors III, L.P. (the general partner of which is PCap Partners III, LLC, the sole managing member of which is PCap III, LLC, the sole managing member of which is PCP Managers , L.P., the general partner of which is PCP Managers GP, LLC), (3) PCP Managers, L.P. (the general partner of which is PCP Managers GP, LLC), ( 2 )(Continued from footnote 1) (4) PCap Associates (the general partner of which is PCap Partners III, LLC, the sole managing member of which is PCap III, LLC, the sole managing member of which is PCP Managers , L.P., the general partner of which is PCP Managers GP, LLC), (5) Parthenon Capital Partners Fund, L.P. (the sole managing member of which is PCP Managers, L.P., the general partner of which is PCP Managers GP, LLC) and (6) Parthenon Capital Partners Fund II, L.P. (the sole managing member of which is PCP Managers , L.P., the general partner of which is PCP Managers GP, LLC). ( 3 )In the reorganization transactions in connection with the initial public offering of the Issuer (the "Reorganization Transactions") and pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, PCP Managers, L.P. was issued a number of shares of Class C Common Stock of the Issuer equal to its equity interests in LD Holdings Group LLC. ( 4 )In the Reorganization Transactions, each of Parthenon Investors IV, L.P., Parthenon Investors III, L.P., PCap Associates, Parthenon Capital Partners Fund, L.P and Parthenon Capital Partners Fund II, L.P. surrendered all of its equity interests in LD Holdings Group LLC to be redeemed and cancelled, and was issued an equal number of shares of Class D Common Stock of the Issuer. ( 5 )Represents Class D Common Stock disposed of in connection with the IPO, which closed on February 16, 2021. These shares of Class D Common Stock converted to shares of Class A Common Stock immediately prior to the time of sale and were disposed at $13.16 per share, an initial public offering price of $14.00 per share less the underwriting discounts. ( 6 )Each of the Reporting Persons 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.

Remarks: Exhibit 99.1 SignaturesForm 1 of 2.

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).

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