Patrick J. Duffy - Dec 8, 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: Dec 8, 2021
Transactions value $: $10,644
Form type: 4
Date filed: 12/9/2021, 07:06 PM
Previous filing: Jun 2, 2021
Next filing: May 6, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GHLD	Class A Common Stock, par value $0.01 per share	Award	$10.6K	+712	+2.51%	$14.95	29.1K	Dec 8, 2021	Direct	F1, F2

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
holding	GHLD	Class B Common Stock, par value $0.01 per share						40.3M	Dec 8, 2021	Class A Common Stock, par value $0.01 per share	0		By McCarthy Capital Mortgage Investors, LLC	F3, F4

* 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 November 4, 2021, and paid on December 8, 2021.
F2	Includes 11,351 RSUs which represent a contingent right to receive one share of the Issuer's Class A Common Stock.
F3	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.
F4	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.