SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MacIlwaine John

(Last)

(First)

(Middle)

C/O LENDINGCLUB CORPORATION

71 STEVENSON STREET, SUITE 300

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/10/2014

3. Issuer Name and Ticker or Trading Symbol
LendingClub Corp [ LC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities are beneficially owned	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	10/16/2022	Common Stock	989,740	$0.695	D
Stock Option (right to buy)	⁽²⁾	02/24/2024	Common Stock	483,920	$4.99	D

Explanation of Responses:

1. In connection with a domestic relations settlement and the acceleration of certain of the option shares, which modified the option's original vesting schedule, the option vested as to the total shares granted (the "total shares") as follows: (i) 5.68% on July 19, 2013, (ii) 22.73% on July 31,2013, (iii) 4.23% on October 31, 2013, (iv) 7.10% on January 31, 2014, (v) 4.01% on April 30, 2014, (vi) 6.25% on July 31, 2014 and (vii) 5.4% on October 31, 2014; and will vest as to the total shares as follows: (i) 7.10% on each of January 31, 2015 and January 31, 2016, (ii) 6.25% on each of April 30, 2015, July 31, 2015, April 30, 2016 and July 31, 2015; and (iii) 5.40% on October 31, 2015, subject to continued service through each vesting date.

2. The option vests as to 6.25% of the total shares quarterly, beginning on May 24, 2015, subject to continued service through each vesting date.

Remarks:

	/s/ Jason Altieri as attorney-in-fact for John MacIlwaine	12/10/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.