Valerie Kay Form 4 LendingClub / Valerie Kay 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^*

Kay Valerie

(Last) (First) (Middle)

C/O LENDINGCLUB CORPORATION

595 MARKET ST. #200

(Street)

SAN FRANCISCO CA 94105

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

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2019

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	05/25/2019		M		23,674	A	$0(1)	241,851	D
Common Stock	05/25/2019		F		12,786(2)	D	$3.09	229,065	D
Common Stock	05/25/2019		M		12,295	A	$0(1)	241,360	D
Common Stock	05/25/2019		F		6,615(2)	D	$3.09	234,745	D
Common Stock	05/25/2019		M		36,165	A	$0(1)	270,910	D
Common Stock	05/25/2019		F		19,381(2)	D	$3.09	251,529	D
Common Stock	05/25/2019		M		22,464	A	$0(1)	273,993	D
Common Stock	05/25/2019		F		12,012(2)	D	$3.09	261,981	D
Common Stock	05/28/2019		S		9,500(3)	D	$3.1	252,481	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
Restricted Stock Unit (RSU)	$0(1)	05/25/2019		M			23,674	(4)	(5)	Common Stock	23,674	$0	142,046	D
Restricted Stock Unit (RSU)	$0(1)	05/25/2019		M			12,295	(6)	(5)	Common Stock	12,295	$0	110,657	D
Restricted Stock Unit (RSU)	$0(1)	05/25/2019		M			36,165	(7)	(5)	Common Stock	36,165	$0	433,977	D
Restricted Stock Unit (RSU)	$0(1)	05/25/2019		M			22,464	(8)	(5)	Common Stock	22,464	$0	336,961	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.

2. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.

3. This transaction was effected pursuant to a Rule 10b5-1 trading plan.

4. The RSUs vested as to 25% of the total shares on November 25, 2017, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.

5. Not applicable.

6. The RSUs vested as to 6.25% of the total shares on November 25, 2017, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.

7. The RSUs vested as to 6.25% of the total shares on August 25, 2018, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.

8. The RSUs vested as to 6.25% of the total shares on May 25, 2019, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.

	/s/Valerie Kay	05/29/2019
	** Signature of Reporting Person	Date
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