0001409970LendingClub CorporationS-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure000140997012024-08-022024-08-0200014099702024-08-022024-08-02000140997012024-08-022024-08-02000140997042024-08-022024-08-02000140997032024-08-022024-08-02000140997022024-08-022024-08-02
Calculation of Filing Fee Tables
Form S-8
(Form Type)
LendingClub Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
Equity | Common Stock, $0.01 par value per share | Other(2) | 1,197,460(3) | $ | 9.33(3) | $ | 11,172,302 | | 0.00014760 | | $ | 1,649.04 | |
Total Offering Amounts | | | $ | 11,172,302 | | | $ | 1,649.04 | |
Total Fee Offsets | | | | | $ | 1,649.04 | |
Net Fee Due | | | | | $ | 0 | |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of LendingClub Corporation’s (the “Registrant”) common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
(2) Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on July 29, 2024, multiplied by 85%. Pursuant to the 2014 Employee Stock Purchase Plan, the purchase price of the shares of the Registrant’s common stock to be issued thereunder will be 85% of the lower of the fair market value of the Registrant’s common stock on the first day of the offering period or on the last day of each purchase period.
(3) Represents an automatic increase to the number of shares available for issuance under the Registrant’s 2014 Employee Stock Purchase Plan effective January 1, 2024.
Table 2: Fee Offset Claims and Sources
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source |
| Rule 457(p)(4) |
Fee Offset Claims | LendingClub Corp | S-3 | 333- 233190 | August 9, 2019 | | $1,649.04 | Other(5) | Other(5) | | $15,459,840,464 | |
Fee Offset Sources | LendingClub Corp | S-3 | 333- 233190 | | August 9, 2019 | | Other(5) | Other(5) | | | $1,649.04 |
Fee Offset Sources | LendingClub Corp | S-3 | 333- 218172 | | May 22, 2017 | | Other(5) | Other(5) | | | $0 |
Fee Offset Sources | LendingClub Corp | S-3 | 333- 198323 | | August 25, 2014 | | Other(5) | Other(5) | | | $0 |
(4) Pursuant to Rule 457(p) under the Securities Act, the current registration fee, which is equal to $1,649.04, is fully offset by the unused registration fee of $1,728,274 (the “Available Registration Fee”) associated with unsold securities previously registered by the Registrant. The Registrant previously filed a registration statement on Form S-3ASR (File No. 333-233190) on August 9, 2019, a registration statement on Form S-3ASR (File No. 333-218172) on May 22, 2017, a registration statement on Form S-3ASR (File No. 333-198323) on August 25, 2014, and previously paid an aggregate of $2,400,650 in registration fees to list $21,474,409,764 in Member Payment Dependent Notes. $15,459,840,464 in Member Payment Dependent Notes were unsold when the registration statements described above expired. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under the Registration Statement from the Available Registration Fee, with $1,726,624.96 remaining to be applied to future offerings.
(5) Security type and title are each Member Payment Dependent Notes.