| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
LendingClub Corp [ LC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2018 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 02/25/2018 | M | 34,403 | A | $0(1) | 1,202,919 | D | |||
| Common Stock | 02/25/2018 | F | 17,058(2) | D | $3.35 | 1,185,861 | D | |||
|
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 | ||||||||
| Restricted Stock Unit (RSU) | $0(1) | 02/23/2018 | A | 228,441 | (3) | (3) | Common Stock | 228,441 | $0 | 228,441 | D | ||||
| Restricted Stock Unit (RSU) | $0(1) | 02/24/2018 | A | 746,269 | (4) | (4) | Common Stock | 746,269 | $0 | 746,269 | D | ||||
| Restricted Stock Unit (RSU) | $0(1) | 02/25/2018 | M | 34,403 | (5) | 02/24/2027 | Common Stock | 34,403 | $0 | 412,845 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. |
| 2. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs. |
| 3. Represents a grant of RSUs under the Issuer's 2014 Equity Incentive Plan as a result of the Issuer's achievement of certain performance criteria for 2017. Each RSU represents the contingent right to receive, upon vesting of the unit, one share of the Issuer's common stock. The RSUs are scheduled to vest as to 50% of the total shares on each of January 1, 2019 and January 1, 2020, subject to continued service through each vesting date. |
| 4. Represents a grant of RSUs under the Issuer's 2014 Equity Incentive Plan. Each RSU represents the contingent right to receive, upon vesting of the unit, one share of the Issuer's common stock. The RSUs will vest as to 6.25% of the total shares on May 25, 2018, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date. |
| 5. The RSUs vested as to 6.25% of the total shares on May 25, 2017, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date. |
| Remarks: |
| In addition, the compensation committee of the Issuer approved performance-based RSUs for the Reporting Person, which are contingent upon the attainment of certain performance criteria by the Issuer during 2018/2019. Subject to the achievement of the performance criteria, the Reporting Person will be granted RSUs, 25% of which will vest on May 25, 2019 and an additional 12.5% of which will vest quarterly thereafter, subject to continuous service through each vesting date. |
| /s/ Russell Elmer, attorney-in-fact | 02/27/2018 | |
| ** 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). | ||
| 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. | ||