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^*

Canaan VII LP

(Last)

(First)

(Middle)

285 RIVERSIDE AVE., SUITE 250

(Street)

WESTPORT

06880

(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)

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

5. 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 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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	27,403,488	⁽¹⁾	D⁽²⁾
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	5,339,096	⁽³⁾	D⁽²⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	12,038,400	⁽⁴⁾	D⁽²⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	3,800,044	⁽⁵⁾	D⁽²⁾
Warrant (right to buy)	⁽⁶⁾	01/24/2015	Series A Convertible Preferred Stock⁽¹⁾⁽⁷⁾	469,484	$0.266	D⁽²⁾

1. Name and Address of Reporting Person^*

Canaan VII LP

(Last)

(First)

(Middle)

285 RIVERSIDE AVE., SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Canaan Partners VII LLC

(Last)

(First)

(Middle)

285 RIVERSIDE AVE., SUITE 250

(Street)

WESTPORT

06880

(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. Each share of the issuer's Series A Convertible Preferred Stock will convert into one (1) share of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering ("IPO") and has no expiration date.

2. The shares are held directly by Canaan VII L.P. (the "Canaan Fund"). Canaan Partners VII LLC ("Canaan VII" and, together with the Canaan Fund, the "Canaan Entities")) is the sole general partner of the Canaan Fund, and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Daniel Ciporin, an officer of Canaan VII, serves as the representative of the Canaan Entities on the issuer's board of directors. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan VII, collectively, and no manager of Canaan VII has beneficial ownership of any shares held by the Canaan Fund.

3. Each share of the issuer's Series B Convertible Preferred Stock will convert into one (1) share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

4. Each share of the issuer's Series C Convertible Preferred Stock will convert into one (1) share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

5. Each share of the issuer's Series D Convertible Preferred Stock will convert into one (1) share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

6. Fully exercisable on date of issuance.

7. If the warrants are not exercised prior to the completion of the IPO, they will become exercisable for an equivalent number of shares of the issuer's Common Stock.

Remarks:

	Canaan VII, L.P., by Canaan Partners VII LLC, its General Partner, by: /s/ Jaime Slocum, as Attorney-in-Fact	12/10/2014
	Jaime Slocum, as Attorney-in-Fact for Canaan Partners VII LLC	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).
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