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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Lynn Rebecca (Last) (First) (Middle) C/O LENDINGCLUB CORPORATION 71 STEVENSON STREET, SUITE 300 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	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) 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	12/16/2014		C		19,150,356	A	(1)	19,150,356	I	By Morgenthaler Venture Partners IX, L.P.(2)
Common Stock	12/16/2014		C		7,654,524	A	(3)	26,804,880	I	By Morgenthaler Venture Partners IX, L.P.(2)
Common Stock	12/16/2014		C		1,686,624	A	(4)	28,491,504	I	By Morgenthaler Venture Partners IX, L.P.(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 B Convertible Preferred Stock	(1)	12/16/2014		C			19,150,356	(1)	(1)	Common Stock	19,150,356	$0.00	0	I	By Morgenthaler Venture Partners IX, L.P.(2)
Series C Convertible Preferred Stock	(3)	12/16/2014		C			7,654,524	(3)	(3)	Common Stock	7,654,524	$0.00	0	I	By Morgenthaler Venture Partners IX, L.P.(2)
Series D Convertible Preferred Stock	(4)	12/16/2014		C			1,686,624	(4)	(4)	Common Stock	1,686,624	$0.00	0	I	By Morgenthaler Venture Partners IX, L.P.(2)

Explanation of Responses:

1. 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 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 reporting person, a Director of the issuer, together with Robert Bellas, James Broderick, Ralph Christofferson, Gary Morgenthaler, Gary Little, Robert Pavey and Henry Plain, are the managing members of Morgenthaler Management Partners IX, LLC, which is the general partner of Morgenthaler Venture Partners IX, L.P. ("Morgenthaler Partners"), and may be deemed to share voting and investment power over the securities held by Morgenthaler Partners. The reporting person disclaims beneficial ownership over such securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. 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 its IPO pursuant to the Registration Statement, and had no expiration date.

4. 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.

Remarks:

	/s/ Jason Altieri as attorney-in-fact for Rebecca Lynn	12/16/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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