SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Canaan VII LP

(Last)

(First)

(Middle)

285 RIVERSIDE AVE., SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2014

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/16/2014		C		27,403,488	A	⁽¹⁾	27,403,488	D⁽²⁾
Common Stock	12/16/2014		C		5,339,096	A	⁽³⁾	32,742,584	D⁽²⁾
Common Stock	12/16/2014		C		12,038,400	A	⁽⁴⁾	44,780,984	D⁽²⁾
Common Stock	12/16/2014		C		3,800,044	A	⁽⁵⁾	48,581,028	D⁽²⁾
Common Stock	12/16/2014		X		469,484	A	$0.2663	49,050,512	D⁽²⁾
Common Stock	12/16/2014		S		3,400,000	D	$15	45,650,512	D⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	12/16/2014		C			27,403,488	⁽¹⁾	⁽¹⁾	Common Stock	27,403,488	$0.00	0	D⁽²⁾
Series B Convertible Preferred Stock	⁽³⁾	12/16/2014		C			5,339,096	⁽³⁾	⁽³⁾	Common Stock	5,339,096	$0.00	0	D⁽²⁾
Series C Convertible Preferred Stock	⁽⁴⁾	12/16/2014		C			12,038,400	⁽⁴⁾	⁽⁴⁾	Common Stock	12,038,400	$0.00	0	D⁽²⁾
Series D Convertible Preferred Stock	⁽⁵⁾	12/16/2014		C			3,800,044	⁽⁵⁾	⁽⁵⁾	Common Stock	3,800,044	$0.00	0	D⁽²⁾
Series A Convertible Preferred Stock Warrant (right to buy)	$0.2663	12/16/2014		C⁽⁶⁾			469,484	⁽⁷⁾	01/24/2015	Series A Convertible Preferred Stock	469,484	$0.00	0	D⁽²⁾
Common Stock Warrant (right to buy)	$0.2663	12/16/2014		C⁽⁶⁾		469,484		⁽⁷⁾	01/24/2015	Common Stock	469,484	$0.00	469,484	D⁽²⁾
Common Stock Warrant (right to buy)	$0.2663	12/16/2014		X			469,484	⁽⁷⁾	01/24/2015	Common Stock	469,484	$0.00	0	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 converted into one (1) share of the issuer's Common Stock on December 16, 2014 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-198393) under the Securities Act of 1933, as amended (the "Registration Statement"), and had 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 converted into one (1) share of the issuer's Common Stock on December 16, 2014 in connection with the closing of the issuer's sale of its Common Stock in the IPO pursuant to the Registration Statement, and had no expiration date.

4. Each share of the issuer's Series C Convertible Preferred Stock converted into one (1) share of the issuer's Common Stock on December 16, 2014 in connection with the closing of the issuer's sale of its Common Stock in the IPO pursuant to the Registration Statement, and had no expiration date.

5. Each share of the issuer's Series D Convertible Preferred Stock converted into one (1) share of the issuer's Common Stock December 16, 2014 in connection with the closing of the issuer's sale of its Common Stock in the IPO pursuant to the Registration Statement, and had no expiration date.

6. In connection with the closing of the IPO, the warrant was converted into a warrant to purchase an equivalent number of shares of the issuer's Common Stock.

7. Fully exercisable on date of issuance.

Remarks:

	Canaan VII L.P., by Canaan Partners VII LLC, its General Partner, by: /s/ Jaime Slocum, as Attorney-in-Fact	12/16/2014
	/s/ Jaime Slocum, as Attorney-in-Fact for Canaan Partners VII LLC	12/16/2014
	** 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 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.