Sec Form 4 Filing - Meeker Mary G @ LendingClub Corp - 2014-12-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Meeker Mary G
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)
(Last) (First) (Middle)
C/O LENDINGCLUB CORPORATION, 71 STEVENSON STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2014
(Street)
SAN FRANCISCO, CA94105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,314,548 A 4,934,288 I By KPCB Holdings, Inc., as nominee ( 2 )
Common Stock 12/16/2014 C 142,120 A 5,076,408 I By KPCB Holdings, Inc., as nominee ( 2 )
Common Stock 12/16/2014 C 637,876 A 5,714,284 I By KPCB Holdings, Inc., as nominee ( 2 )
Common Stock 12/16/2014 C 8,571,428 A 14,285,712 I By KPCB Holdings, Inc., as nominee ( 2 )
Common Stock 12/16/2014 S 2,300,000 D $ 15 11,985,712 I By KPCB Holdings, Inc., as nominee ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 1,314,548 ( 1 ) ( 1 ) Common Stock 1,314,548 $ 0 0 I By KPCB Holdings, Inc., as nominee ( 2 )
Series B Convertible Preferred Stock ( 3 ) 12/16/2014 C 142,120 ( 3 ) ( 3 ) Common Stock 142,120 $ 0 0 I By KPCB Holdings, Inc., as nominee ( 2 )
Series C Convertible Preferred Stock ( 4 ) 12/16/2014 C 637,876 ( 4 ) ( 4 ) Common Stock 637,876 $ 0 0 I By KPCB Holdings, Inc., as nominee ( 2 )
Series E Convertible Preferred Stock ( 5 ) 12/16/2014 C 8,571,428 ( 5 ) ( 5 ) Common Stock 8,571,428 $ 0 0 I By KPCB Holdings, Inc., as nominee ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meeker Mary G
C/O LENDINGCLUB CORPORATION
71 STEVENSON STREET, SUITE 300
SAN FRANCISCO, CA94105
X
Signatures
/s/ Jason Altieri as attorney-in-fact for Mary Meeker 12/16/2014
Signature of Reporting Person Date
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 reporting person is a managing member of KPCB DGF Associates, LLC, which is the managing member of KPCB Digital Growth Fund, LLC ("KPCB Growth") and KPCB DGF Founders Fund, LLC ("KPCB FF"). KPCB Holdings, Inc., as nominee, holds the stock for the account of KPCB Growth and KPCB FF. The reporting person may be deemed to share voting and investment power over the securities held by KPCB Growth and KPCB FF. The reporting person disclaims beneficial ownership over such securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 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 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 its IPO pursuant to the Registration Statement, and had no expiration date.
( 5 )Each share of the issuer's Series E Convertible Preferred Stock will convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

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