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

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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^*

MACK JOHN J

(Last)

(First)

(Middle)

C/O LENDINGCLUB CORPORATION

71 STEVENSON STREET, SUITE 300

(Street)

SAN FRANCISCO

94105

(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	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)

X	Form filed by One Reporting Person
	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		714,286	A	⁽¹⁾	714,286	D
Common Stock	12/16/2014		C		357,143	A	⁽¹⁾	357,143	I	By Christy Mack, Trustee of JJM 2014 GRAT Lending Club U/A Dated 10/17/14⁽²⁾
Common Stock	12/16/2014		C		357,143	A	⁽¹⁾	357,143	I	By Christy Mack, Trustee of JJM 2014 GRAT Lending Club II U/A 12/8/2014⁽³⁾

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 E Convertible Preferred Stock	⁽¹⁾	12/16/2014		C			714,286	⁽¹⁾	⁽¹⁾	Common Stock	714,286	$0.00	0	D
Series E Convertible Preferred Stock	⁽¹⁾	12/16/2014		C			357,143	⁽¹⁾	⁽¹⁾	Common Stock	357,143	$0.00	0	I	By Christy Mack, Trustee of JJM 2014 GRAT Lending Club U/A Dated 10/17/14⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	12/16/2014		C			357,143	⁽¹⁾	⁽¹⁾	Common Stock	357,143	$0.00	0	I	By Christy Mack, Trustee of JJM 2014 GRAT Lending Club II U/A 12/8/2014⁽³⁾

Explanation of Responses:

1. Each share of the issuer's Series E 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 pursuant to a registration statement on Form S-1 (File No. 333-198393) under the Securities Act of 1933, as amended, and had no expiration date.

2. The shares are held of record by Christy Mack, Trustee of JJM 2014 GRAT Lending Club U/A Dated 10/17/14. The reporting person's spouse is the trustee of the trust.

3. The shares are held of record by Christy Mack, Trustee of JJM 2014 GRAT Lending Club II U/A Dated 12/8/2014. The reporting person's spouse is the trustee of the trust.

Remarks:

	/s/ Jason Altieri as attorney-in-fact for John Mack	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).
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