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*
Chen Tian Qiao

(Last) (First) (Middle)
2735 SAND HILL ROAD, #140

(Street)
MENLO PARK CA 94025

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/20/2020 J(1) 19,562,881 D (1) 0 I See footnote(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
Mandatorily Convertible Non-Voting Preferred Stock, Series A (3) 03/20/2020 J(1) 195,628 (4) (5) Common Stock 19,562,800 (1) 195,628 I See footnote(2)
1. Name and Address of Reporting Person*
Chen Tian Qiao

(Last) (First) (Middle)
2735 SAND HILL ROAD, #140

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Shanda Media LTD

(Last) (First) (Middle)
OFFSHORE INCORPORATIONS CENTRE
P.O. BOX 957, ROAD TOWN

(Street)
TORTOLA D8 VG1110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Shanda Global Investment Ltd

(Last) (First) (Middle)
COMMERCE HOUSE, WICKHAMS CAY 1
P.O.BOX 3140, ROAD TOWN

(Street)
TORTOLA D8 VG1110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Shanda Technology Overseas Capital Co.

(Last) (First) (Middle)
CRICKET SQUARE, HUTCHINS DRIVE
P.O. BOX 2681

(Street)
GRAND CAYMAN E9 KY1-1111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Shanda Group USA Ltd

(Last) (First) (Middle)
COMMERCE HOUSE, WICKHAMS CAY 1
P.O.BOX 3140, ROAD TOWN

(Street)
TORTOLA D8 VG1110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SHANDA ASSET MANAGEMENT HOLDINGS Ltd

(Last) (First) (Middle)
COMMERCE HOUSE, WICKHAMS CAY 1
P.O.BOX 3140, ROAD TOWN

(Street)
TORTOLA D8 VG1110

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On March 20, 2020, pursuant to the terms of the Exchange Agreement by and between Shanda Asset Management Holdings Limited ("SAMH") and LendingClub Corporation (the "Issuer"), SAMH exchanged all of the shares of common stock of the Issuer ("Common Stock"), par value $0.01 per share, beneficially owned by it for (i) 195,628 newly issued shares of Mandatorily Convertible Non-Voting Preferred Stock, Series A of the Issuer ("Series A Preferred Stock"), par value $0.01 per share, and (ii) a one-time cash payment of $50,203,332.77.
2. The securities disclosed herein are directly held by SAMH. Mr. Tianqiao Chen is the sole shareholder of Shanda Media Limited. Shanda Media Limited owns 70% of all outstanding and issued shares of Shanda Global Investment Limited, which is the sole shareholder of Shanda Technology Overseas Capital Company Limited. Shanda Technology Overseas Capital Company Limited is the sole shareholder of Shanda Group USA Limited. Shanda Group USA Limited is the sole shareholder of SAMH. Therefore each of Mr. Tianqiao Chen, Shanda Media Limited, Shanda Global Investment Limited, Shanda Technology Overseas Capital Company Limited, Shanda Group USA Limited and SAMH may be deemed to be the beneficial owners of such securities.
3. The Series A Preferred Stock is convertible into shares of Common Stock on a one-for-one-hundred basis.
4. The Series A Preferred Stock is mandatorily convertible, when owned by a person other than SAMH or any affiliate.
5. The conversion of the Series A Preferred Stock has no expiration date.
/s/ Tianqiao Chen 03/23/2020
/s/ Tianqiao Chen, Director of Shanda Media Limited 03/23/2020
/s/ Tianqiao Chen, Director of Shanda Global Investment Limited 03/23/2020
/s/ Tianqiao Chen, Director of Shanda Technology Overseas Capital Company Limited 03/23/2020
/s/ Tianqiao Chen, Director of Shanda Group USA Limited 03/23/2020
/s/ Tianqiao Chen, Director of Shanda Asset Management Holdings Limited 03/23/2020
** 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).
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