As filed with the Securities and Exchange Commission on December 10, 2013

    Registration No. 333-190323

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PROSPER MARKETPLACE, INC.

(Exact name of registrant as specified in its charter)

Delaware	6199	73-1733867
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

101 Second Street, 15th Floor

San Francisco, CA  94105

(415) 593-5400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Amended and Restated Prosper Marketplace, Inc. 2005 Stock Plan

(Full title of the plans)

	Copies to:
Sachin Adarkar, Esq.	Keir D. Gumbs, Esq.
General Counsel	Covington & Burling LLP
101 Second Street, 15th Floor	1201 Pennsylvania Avenue, NW
San Francisco, CA  94105	Washington, DC 20004
(415) 593-5400	(202) 662-6000

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company  x

EXPLANATORY NOTE

Pursuant to Item 512(a)(3) of Regulation S-K, this Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-8 (Registration No. 333-190323) filed with the Securities and Exchange Commission (the “Commission”) on August 1, 2013 (the “Registration Statement”) deregisters 5,868,641 shares of common stock, par value $0.01 per share, of Prosper Marketplace, Inc. (“Common Stock”), which were registered under the Registration Statement but remain unsold (the “Remaining Shares”).  Concurrently with the filing of this Amendment, the registrant is filing a new Registration Statement on Form S-8 (the “New Registration Statement”), which registers 12,634,791.6 shares of Common Stock, including the Remaining Shares.  In accordance with Instruction E to the General Instructions to Form S-8 and interpretations of the Division of Corporation Finance of the Commission, the portion of the registration fee allocable to the Remaining Shares, which the registrant paid to the Commission in connection with the original filing of the Registration Statement, is carried forward to the New Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Francisco, California, on December 10, 2013.

	PROSPER MARKETPLACE, INC.
By:	/s/ Stephan P. Vermut
	Stephan P. Vermut
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Stephan P. Vermut		December 10, 2013
Stephan P. Vermut	Chief Executive Officer (principal executive officer); Director
/s/ Joshua P. Hachadourian		December 10, 2013
Joshua P. Hachadourian	Controller (principal financial and accounting officer)
/s/ Christopher Bishko		December 10, 2013
Christopher Bishko	Director
/s/ Rajeev Date		December 10, 2013
Rajeev Date	Director
/s/ Patrick Grady		December 10, 2013
Patrick Grady	Director