SEC Form 4
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*
McGarry Mary Ann

(Last) (First) (Middle)
C/O GUILD HOLDINGS COMPANY
5887 COPLEY DRIVE

(Street)
SAN DIEGO CA 92111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Guild Holdings Co [ GHLD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CHIEF EXECUTIVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 per share 04/15/2023 A 137,615(1) A $0 353,457(2) D
Class A Common Stock, par value $0.01 per share 04/15/2023 F 6,560(3) D $10.9 346,897 D
Class A Common Stock, par value $0.01 per share 4,380,740(4) I By McGarry Strategic Enterprises, LLC
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Grant of 137,615 restricted stock units ("RSUs") each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest equally in 1/3 increments on the first, second and third anniversaries of the grant date of April 15, 2023, generally subject to the Reporting Person's continued employment through the applicable vesting date.
2. Includes (i) 107,831 RSUs vesting as to 35,944 units on October 21, 2023 and as to 71,887 units on October 21, 2024, and (ii) 53,882 RSUs vesting in substantially equal installments on April 15, 2024 and April 15, 2025. The vesting of the RSUs is generally subject to the Reporting Person's continued employment through the applicable vesting date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
3. Represents shares of the Issuer's Class A common stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of RSUs (including related dividend equivalent units), which vested on April 15, 2023.
4. Represents shares of Class A Common Stock beneficially owned by Ms. McGarry through McGarry Strategic Enterprises, LLC, in which Ms. McGarry owns a 99% ownership interest. Ms. McGarry serves as the Manager of McGarry Strategic Enterprises, LLC and exercises voting and investment control over the securities held by that entity.
Remarks:
Exhibit 24.1
/s/ Bella Guerrero, Attorney-in-Fact 04/18/2023
** 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.