December 9, 2014
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: | Kathryn McHale |
Erin Purnell |
Re: | LendingClub Corporation |
Amendment No. 4 to Registration Statement on Form S-1 |
Filed December 8, 2014 |
File No. 333-198393 |
Ladies and Gentlemen:
On behalf of LendingClub Corporation (the Company), we are responding to the comments of the staff of the Securities and Exchange Commission (the Staff) contained in the Staffs letter dated December 8, 2014. The numbered paragraph below corresponds to the numbered comment in that letter and the Staffs comment is presented in bold italics.
Risk Factors
Investors in the limited partnership interests offered by LCA , page 35
1. | We note the revised risk factor on page 35 regarding Section 5 liability refers to the possibility that the Trust or LCA may be found to have engaged in a general solicitation. The staff would like to clarify its position that Section 5 liability may also arise from investors coming to the private offerings through the general solicitation for the Note offering. Please revise the risk factor to adequately address the risk. |
In response to the Staffs comment, the Company will revise its disclosure in the final prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to clarify that Section 5 liability may also arise from investors coming to the private offerings through the general solicitation for the note offering.
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Securities and Exchange Commission
December 9, 2014
Page 2
Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (650) 335-7631 or, in his absence, James D. Evans, at (206) 389-4559.
Sincerely,
/s/ Jeffrey R. Vetter
Jeffrey R. Vetter
cc: | Renaud Laplanche, Chief Executive Officer |
Carrie Dolan, Chief Financial Officer |
Jason Altieri, General Counsel and Compliance Officer |
LendingClub Corporation |
Cynthia C. Hess, Esq. |
James D. Evans, Esq. |
Fenwick & West LLP |
Kurt J. Berney, Esq. |
Eric C. Sibbitt, Esq. |
OMelveny & Myers LLP |
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