Haque Promod Form 4 LendingClub / PROMOD HAQUE ownership change

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^*

HAQUE PROMOD

(Last) (First) (Middle)

525 UNIVERSITY AVENUE, SUITE 800

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LendingClub Corp [ LC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2015

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

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
Common Stock	08/13/2015		J(1)		9,191,838	D	$0.00(1)	31,630,182(2)(3)	I	By Limited Partnership(2)(3)

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. Shares were disposed of via a pro rata in-kind distribution of Issuere's stock from Norwest Venture Partners X, LP ("NVP X") to its limited and general partners and further distribution by Genesis VC Partners X, LLC ("Genesis X"), the general partner of NVP X, to its members.

2. The NVP X and Genesis X distributions resulted in a change in the form of beneficial ownership so that following the distribution (i) 401,797 shares were beneficially owned by Haque Revocable Trust UA DTD 05/07/2002, of which Mr. Haque is a Trustee; (ii) 128,042 shares were beneficially owned by Haque Family Heritage Trust dated December 18, 2002, of which Mr. Haque is a Trustee; (iii) 4,129 shares were beneficially owned by the Haque Family Partners III, of which Mr. Haque is a Partner; (iv) 90,426 shares were beneficially owned by the Haque Family Partners III, of which Mr. Haque is a Partner; (v) 45,145 shares were beneficially owned by the Haque Family Partners IV, of which Mr. Haque is a Partner; and (vi) 138,623 shares were beneficially owned by the Haque Dynasty Trust dated June 26, 2012, of which Mr. Haque is a Trustee.

3. The remaining 30,822,020 shares are held of record by NVP X. By virtue of his position as a co-Chief Executive Officer of NVP Associates, LLC, the managing member of the general partner of NVP X, Mr. Haque may be deemed to share voting and dispositive power with respect to such securities. Mr. Haque disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

Remarks:

	By: /s/ Kurt Betcher, as Attorney in-fact	08/17/2015
	** 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).
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