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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LendingClub Corp [ LC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/18/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11,717(1) | D | ||||||||
Common Stock | 08/18/2015 | J(2) | 5,427(3) | D | $13.27 | 31,018,928(4) | I | By Limited Partnership(4) | ||
Common Stock | 08/19/2015 | J(2) | 14,697(5) | D | $12.81 | 31,004,231(6) | I | By Limited Partnership(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. Represents the grant of restricted stock units under the LendingClub Corporation 2014 Equity Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The restricted stock units are scheduled to vest 100% on June 10, 2016. |
2. Shares were disposed of via a Rule 144 sale of securities. |
3. These securities consist of 4,860 shares disposed of by the Crowe Family Trust, 12/22/88 and the Laura Bassell Crowe Irrevocable Trust I, the Katherine Bassell Crowe Irrevocable Trust I and the Molly Bassell Crowe Irrevocable Trust I each disposed of 189 shares. |
4. These securities consist of 176,295 shares beneficially owned by the Crowe Family Trust, 12/22/88 and the Laura Bassell Crowe Irrevocable Trust I, the Katherine Bassell Crowe Irrevocable Trust I, and the Molly Bassell Crowe Irrevocable Trust I each beneficially owned 6,871 shares. The remaining 30,822,020 shares are beneficially 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. Crowe may be deemed to share voting and dispositive power with respect to such securities. Mr. Crowe disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. |
5. These securities consist of 13,158 shares disposed of by the Crowe Family Trust, 12/22/88 and the Laura Bassell Crowe Irrevocable Trust I, the Katherine Bassell Crowe Irrevocable Trust I and the Molly Bassell Crowe Irrevocable Trust I each disposed of 513 shares. |
6. These securities consist of 163,137 shares beneficially owned by the Crowe Family Trust, 12/22/88 and the Laura Bassell Crowe Irrevocable Trust I, the Katherine Bassell Crowe Irrevocable Trust I, and the Molly Bassell Crowe Irrevocable Trust I each beneficially owned 6,358 shares. The remaining 30,822,020 shares are beneficially 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. Crowe may be deemed to share voting and dispositive power with respect to such securities. Mr. Crowe 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 | 08/20/2015 | |
** 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). | ||
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. |