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*
Schmidt Terry Lynn

(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)
07/01/2023
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 07/01/2023 A 44,015(1) A $11.36 2,698,038(2) D
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 44,015 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 July 1, 2023, generally subject to the Reporting Person's continued employment through the applicable vesting date.
2. Includes (i) 99,318 RSUs vesting as to 33,106 units on October 21, 2023 and as to 66,212 units on October 21, 2024; (ii) 53,882 RSUs vesting in substantially equal installments on April 15, 2024 and April 15, 2025 and (iii) 91,744 RSUs vesting in substantially equal installments on April 15, 2024, April 15, 2025 and April 15, 2026. 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.
Remarks:
/s/ Bella Guerrero, Attorney-in-Fact 07/05/2023
** 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.
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