UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2012
LendingClub Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-54752 | 51-0605731 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 71 Stevenson St., Suite 300, San Francisco CA 94105 | 94105 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (415) 632.5600
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02(d) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Effective December 13, 2012, the Board of Directors (“Board”) of LendingClub Corporation (“Company”) appointed Lawrence H. Summers as a member of the Company’s Board. Mr. Summers was granted an option to purchase 333,106 shares of the Company’s common stock at an exercise price of $2.78 per share. The option vests quarterly (with a one year cliff) and becomes exercisable in full by the fourth anniversary of the date of grant, provided the he remains in continuous service as a director through that date. As of November 30, 2012, Mr. Summers had committed approximately $193,000 to investing through the Company’s platform. There are no other related person transactions between Mr. Summers and the Company other than those that have been disclosed in this Current Report on Form 8-K.
| Item 7.01. | Regulation FD Disclosure |
The Company issued a press release on December 13, 2012 regarding the appointment of Mr. Summers to its Board of Directors. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. This information contain herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits. |
| Exhibit | Description | |
| 99.1 | Press release dated December 13, 2012 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LendingClub Corporation | ||||
| December 17, 2012 | By: | /s/ Carrie Dolan | ||
| Carrie Dolan | ||||
| Chief Financial Officer | ||||
| (duly authorized officer) | ||||
Exhibit 99.1
Lending Club Names Lawrence H. Summers to Board of Directors
71st Secretary of the Treasury and Former World Bank Chief Economist joins
John Mack, Mary Meeker on credit platform’s board
SAN FRANCISCO – Dec. 13, 2012 – Lending Club (http://www.lendingclub.com) announced today that preeminent economist Lawrence H. Summers, President Emeritus of Harvard University, has joined the company’s board of directors. The announcement comes on the heels of Lending Club surpassing $1 billion in total loans issued and operating at an annual run rate of over $1 billion in loans.
“Lending Club has the potential to profoundly transform traditional banking over the next decade to meet the needs of consumers and families,” said Summers. “Today’s rapid adoption of technology and innovation make it possible for disruptive ideas like Lending Club to make a major impact and I am excited to lend my experience to their endeavors.”
Lending Club has doubled its monthly loan volume over the last eight months. Borrowers looking for lower rates and predictable payments and investors looking for yield have fueled this dramatic growth. More than 72 percent of borrowers on the platform report using their personal loans to pay off existing credit card balances. By focusing on high-credit-quality borrowers, Lending Club’s investment platform has also generated 21 consecutive quarters of positive returns.
“We are proud to welcome Larry to our Board and excited to work with him to continue to bring innovative credit solutions that help lower the cost of credit for consumers,” said Lending Club CEO Renaud Laplanche. “American families now carry over $850 billion in credit card balances and carry a total of $2.4 trillion in outstanding credit; Lending Club is determined to use its low-cost structure and more consumer-friendly terms to offer a more rational alternative.”
Summers has held a series of senior policy positions in Washington, D.C., including U.S. Secretary of the Treasury, Director of the National Economic Council and Vice President of Development Economics and Chief Economist of the World Bank. He also was the first social scientist ever to receive the annual Alan T. Waterman Award from the National Science Foundation, and in 1993 was awarded the John Bates Clark Medal, given every two years to an outstanding American economist under the age of 40. He is the Charles W. Eliot University Professor and President Emeritus of Harvard University, and the Weil Director of the Mossavar-Rahmani Center for Business & Government at Harvard’s Kennedy School.
Summers joins Morgan Stanley Chairman Emeritus John Mack, Kleiner Perkins Caufield & Byers general partner Mary Meeker, Norwest Ventures general partner Jeff Crowe, Canaan Partners general partner Daniel Ciporin and Morgenthaler Ventures partner Rebecca Lynn on Lending Club’s board.
About Lending Club
Lending Club utilizes technology and innovation to reduce the cost of traditional banking and offer borrowers better rates and investors better returns. Lending Club started operations in 2007 and has been recognized for its results and innovation by the Harvard Business Review and Dow Jones, was named one of Forbes’ America’s Most Promising Companies in 2011 and recognized as a 2012 World Economic Forum Technology Pioneer. Lending Club is based in San Francisco, California. More information is available at: http://www.lendingclub.com. Currently only residents of the following states may invest in Lending Club notes: CA, CO, CT, DE, FL, GA, HI, ID, IL, KY (accredited investors), LA, ME, MN, MO, MS, MT, NH, NV, NY, RI, SC, SD, UT, VA, WA, WI, WV, or WY.
Additional information about Lending Club is available in the prospectus for Lending Club’s notes, which can be obtained on Lending Club’s website at https://www.lendingclub.com/info/prospectus.action.
###
Press Contact:
Martha Shaughnessy
Atomic PR for Lending Club
415-593-1400
lendingclub@atomicpr.com