Sec Form 4 Filing - MacIlwaine John @ LendingClub Corp - 2016-11-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
MacIlwaine John
2. Issuer Name and Ticker or Trading Symbol
LendingClub Corp [ LC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
C/O LENDINGCLUB CORPORATION, 71 STEVENSON STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2016
(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 11/10/2016 M 25,000 A $ 0.695 409,308 D
Common Stock 11/10/2016 S 25,000 ( 1 ) D $ 5.5987 ( 2 ) 384,308 D
Common Stock 11/11/2016 M 25,000 A $ 0.695 411,470 D
Common Stock 11/11/2016 S 25,000 ( 1 ) D $ 5.8722 ( 3 ) 386,470 ( 4 ) D
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
Stock Option (right to buy) $ 0.695 11/10/2016 M 25,000 ( 5 ) 10/16/2022 Common Stock 25,000 $ 0 764,740 D
Stock Option (right to buy) $ 0.695 11/11/2016 M 25,000 ( 5 ) 10/16/2022 Common Stock 25,000 $ 0 739,740 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MacIlwaine John
C/O LENDINGCLUB CORPORATION
71 STEVENSON STREET, SUITE 300
SAN FRANCISCO, CA94105
Chief Technology Officer
Signatures
/s/ John MacIlwaine 11/14/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2016.
( 2 )This transaction was executed in multiple trades during the day at prices ranging from $5.545 to $5.64. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
( 3 )This transaction was executed in multiple trades during the day at prices ranging from $5.725 to $6.01. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
( 4 )Includes 2,162 shares acquired on November 10, 2016 under the LendingClub Corporation 2014 Employee Stock Purchase Plan.
( 5 )In connection with a domestic relations settlement and the acceleration of certain of the option shares, which modified the option's original vesting schedule, the option vested as to the total shares granted (the "total shares") as follows: (i) 5.68% on July 19, 2013, (ii) 22.73% on July 31, 2013, (iii) 4.23% on October 31, 2013, (iv) 7.10% on each of January 31, 2014 and January 31, 2015, (v) 4.01% on April 30, 2014, (vi) 6.25% on each of July 31, 2014, April 30, 2015 and July 31, 2015, (vii) 5.4% on October 31, 2014; and will vest as to the total shares as follows: (i) 5.40% on October 31, 2015, (ii) 7.10% on January 31, 2016, (iii) 6.25% on each of April 30, 2016 and July 31, 2016; subject to continued service through each vesting 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.