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*
NORWEST VENTURE PARTNERS X L P

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 94301

(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)
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)
Code V Amount (A) or (D) Price
Common Stock 12/16/2014 C 27,820,800 A (1) 27,820,800 I See Footnote(2)
Common Stock 12/16/2014 C 12,366,652 A (3) 40,187,452 I See Footnote(2)
Common Stock 12/16/2014 C 10,165,084 A (4) 50,352,536 I See Footnote(2)
Common Stock 12/16/2014 X 469,484 A $0.2663 50,822,020 I See Footnote(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 12/16/2014 C 27,820,800 (1) (1) Common Stock 27,820,800 $0 0 I See Footnote(2)
Series B Convertible Preferred Stock (2) 12/16/2014 C 12,366,652 (3) (3) Common Stock 12,366,652 $0 0 I See Footnote(2)
Series C Convertible Preferred Stock (3) 12/16/2014 C 10,165,084 (4) (4) Common Stock 10,165,084 $0 0 I See Footnote(2)
Series A Convertible Preferred Warrant (right to buy) $0.2663 12/16/2014 C(5) 469,484 (6) 01/24/2015 Series A Convertible Preferred Stock 469,484 $0 0 I See Footnote(2)
Common Stock Warrant (right to buy) $0.2663 12/16/2014 C(5) 469,484 (6) 01/24/2015 Common Stock 469,484 $0 469,484 I See Footnote(2)
Common Stock Warrant (right to buy) $0.2663 12/16/2014 X 469,484 (6) 01/24/2015 Common Stock 469,484 $0 0 I See Footnote(2)
1. Name and Address of Reporting Person*
NORWEST VENTURE PARTNERS X L P

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HAQUE PROMOD

(Last) (First) (Middle)
525 UNIVERSITY AVENUE, SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Howard Matthew D.

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 94301

(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 the registration statement, and had no expiration date.
2. Consists of shares held by Norwest Venture Partners X, LP, or NVP X. Genesis VC Partners X, LLC, or Genesis X, is the general partner of NVP X and may be deemed to have sole voting and dispositive power over the shares held by NVP X. Promod Haque and Matthew Howard, as co-chief executive officers of the managing member of Genesis X may be deemed to share voting and dispositive power over the shares held by NVP X. Such persons and entities disclaim beneficial ownership of shares held by NVP X, except to the extent of any proportionate pecuniary interest therein.
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. In connection with the closing of the IPO, the warrant was converted into a warrant to purchase an equivalent number of shares of the isssuer's Common Stock.
6. Fully exercisable on date of issuance.
/s/ Kurt Betcher, Chief Financial Officer 12/18/2014
** 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).
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