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 |
|
|||||||||||||||
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)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/16/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 12/16/2014 | C | 27,403,488 | A | (1) | 27,403,488 | D(2) | |||
Common Stock | 12/16/2014 | C | 5,339,096 | A | (3) | 32,742,584 | D(2) | |||
Common Stock | 12/16/2014 | C | 12,038,400 | A | (4) | 44,780,984 | D(2) | |||
Common Stock | 12/16/2014 | C | 3,800,044 | A | (5) | 48,581,028 | D(2) | |||
Common Stock | 12/16/2014 | X | 469,484 | A | $0.2663 | 49,050,512 | D(2) | |||
Common Stock | 12/16/2014 | S | 3,400,000 | D | $15 | 45,650,512 | D(2) |
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 | ||||||||
Series A Convertible Preferred Stock | (1) | 12/16/2014 | C | 27,403,488 | (1) | (1) | Common Stock | 27,403,488 | $0.00 | 0 | D(2) | ||||
Series B Convertible Preferred Stock | (3) | 12/16/2014 | C | 5,339,096 | (3) | (3) | Common Stock | 5,339,096 | $0.00 | 0 | D(2) | ||||
Series C Convertible Preferred Stock | (4) | 12/16/2014 | C | 12,038,400 | (4) | (4) | Common Stock | 12,038,400 | $0.00 | 0 | D(2) | ||||
Series D Convertible Preferred Stock | (5) | 12/16/2014 | C | 3,800,044 | (5) | (5) | Common Stock | 3,800,044 | $0.00 | 0 | D(2) | ||||
Series A Convertible Preferred Stock Warrant (right to buy) | $0.2663 | 12/16/2014 | C(6) | 469,484 | (7) | 01/24/2015 | Series A Convertible Preferred Stock | 469,484 | $0.00 | 0 | D(2) | ||||
Common Stock Warrant (right to buy) | $0.2663 | 12/16/2014 | C(6) | 469,484 | (7) | 01/24/2015 | Common Stock | 469,484 | $0.00 | 469,484 | D(2) | ||||
Common Stock Warrant (right to buy) | $0.2663 | 12/16/2014 | X | 469,484 | (7) | 01/24/2015 | Common Stock | 469,484 | $0.00 | 0 | D(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Each share of the issuer's Series A Convertible Preferred Stock converted into one (1) share of the issuer's Common Stock on December 16, 2014 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-198393) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date. |
2. The shares are held directly by Canaan VII L.P. (the "Canaan Fund"). Canaan Partners VII LLC ("Canaan VII" and, together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund, and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Daniel Ciporin, an officer of Canaan VII, serves as the representative of the Canaan Entities on the issuer's board of directors. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan VII, collectively, and no manager of Canaan VII has beneficial ownership of any shares held by the Canaan Fund. |
3. Each share of the issuer's Series B Convertible Preferred Stock converted into one (1) share of the issuer's Common Stock on December 16, 2014 in connection with the closing of the issuer's sale of its Common Stock in the IPO pursuant to the Registration Statement, and had no expiration date. |
4. Each share of the issuer's Series C Convertible Preferred Stock converted into one (1) share of the issuer's Common Stock on December 16, 2014 in connection with the closing of the issuer's sale of its Common Stock in the IPO pursuant to the Registration Statement, and had no expiration date. |
5. Each share of the issuer's Series D Convertible Preferred Stock converted into one (1) share of the issuer's Common Stock December 16, 2014 in connection with the closing of the issuer's sale of its Common Stock in the IPO pursuant to the Registration Statement, and had no expiration date. |
6. In connection with the closing of the IPO, the warrant was converted into a warrant to purchase an equivalent number of shares of the issuer's Common Stock. |
7. Fully exercisable on date of issuance. |
Remarks: |
Canaan VII L.P., by Canaan Partners VII LLC, its General Partner, by: /s/ Jaime Slocum, as Attorney-in-Fact | 12/16/2014 | |
/s/ Jaime Slocum, as Attorney-in-Fact for Canaan Partners VII LLC | 12/16/2014 | |
** 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. |