Patrick J. Duffy - May 28, 2021 Form 4 Insider Report for Guild Holdings Co (GHLD)

Role
Director, 10%+ Owner
Signature
/s/ Lisa I. Klika, Attorney-in-Fact
Stock symbol
GHLD
Transactions as of
May 28, 2021
Transactions value $
$26,668
Form type
4
Date filed
6/2/2021, 04:07 PM
Previous filing
May 10, 2021
Next filing
Dec 9, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GHLD Restricted Stock Units Award $26.7K +1.7K +6.39% $15.65 28.4K May 28, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GHLD Class B Common Stock, par value $0.01 per share Award $0 0 0% $0.00* 40.3M May 28, 2021 Class A Common Stock, par value $0.01 per share 0 By McCarthy Capital Mortgage Investors, LLC F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents an adjustment to RSU holdings, pursuant to Section 5 of the Company's Restricted Stock Unit Agreement, resulting from the declaration of a cash dividend by the Board of Directors on May 6, 2021.
F2 Shares of Class B Common Stock are convertible into shares of Class A Common Stock of Guild Holdings Company on a one-to-one basis at any time at the option of the holder. Guild Holdings Company's Amended and Restated Articles of Incorporation provides that, among other things, each share of Class B Common Stock will automatically convert into one share of Class A common stock (a) immediately prior to any sale or other transfer of such share by a holder of such share, subject to certain limited exceptions, such as transfers to permitted transferees, or (b) if McCarthy Capital Mortgage Investors ("MCMI"), any other investment funds affiliated with McCarthy Partners, LLC, and any company or other entity controlled by, controlling or under common control with MCMI or any such investment fund (other than any portfolio company) own shares of Class B Common Stock representing less than 10% of the aggregate number of shares of Guild Holdings Company's issued and outstanding common stock.
F3 Includes 40,333,019 shares of the Class B Common Stock of Guild Holdings Company which are held of record by MCMI and over which McCarthy Partners, LLC exercises voting and investment control. In his capacity as the President of McCarthy Partners, LLC, Mr. Duffy may be deemed to exercise voting and investment control over the shares of Class B Common Stock held by MCMI.