Sec Form 4 Filing - Moldow Charles @ LendingClub Corp - 2014-12-16

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 Moldow Charles 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) X __ Other (specify below) Mmbr 13D group owning > 10% (Last) (First) (Middle) C/O FOUNDATION CAPITAL, 250 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2014 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 650,012 A 1,130,356 I Foundation Capital VI, L.P. ( 1 ) Common Stock 12/16/2014 C 8,461,564 A 9,591,920 I Foundation Capital VI, L.P. ( 1 ) Common Stock 12/16/2014 C 26,368,636 A 35,960,556 I Foundation Capital VI, L.P. ( 1 ) Common Stock 12/16/2014 C 2,971,588 A 38,932,144 I Foundation Capital VI, L.P. ( 1 ) Common Stock 12/16/2014 C 7,264 A 12,632 I Foundation Capital VI Principals Fund, LLC ( 1 ) Common Stock 12/16/2014 C 94,544 A 107,176 I Foundation Capital VI Principals Fund, LLC ( 1 ) Common Stock 12/16/2014 C 294,628 A 401,804 I Foundation Capital VI Principals Fund, LLC ( 1 ) Common Stock 12/16/2014 C 33,204 A 435,008 I Foundation Capital VI Principals Fund, LLC ( 1 )

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 ( 2 ) 12/16/2014 C 650,012 ( 2 ) ( 2 ) Common Stock 650,012 $ 0 0 I Foundation Capital VI, L.P. ( 1 ) Series A Convertible Preferred Stock ( 2 ) 12/16/2014 C 7,264 ( 2 ) ( 2 ) Common Stock 7,264 $ 0 0 I Foundation Capital VI Principals Fund, LLC ( 1 ) Series B Convertible Preferred Stock ( 3 ) 12/16/2014 C 8,461,564 ( 3 ) ( 3 ) Common Stock 8,461,564 $ 0 0 I Foundation Capital VI, L.P. ( 1 ) Series B Convertible Preferred Stock ( 3 ) 12/16/2014 C 94,544 ( 3 ) ( 3 ) Common Stock 94,544 $ 0 0 I Foundation Capital VI Principals Fund, LLC ( 1 ) Series C Convertible Preferred Stock ( 4 ) 12/16/2014 C 26,368,636 ( 4 ) ( 4 ) Common Stock 26,368,636 $ 0 0 I Foundation Capital VI, L.P. ( 1 ) Series C Convertible Preferred Stock ( 4 ) 12/16/2014 C 294,628 ( 4 ) ( 4 ) Common Stock 294,628 $ 0 0 I Foundation Capital VI Principals Fund, LLC ( 1 ) Series D Convertible Preferred Stock ( 5 ) 12/16/2014 C 2,971,588 ( 5 ) ( 5 ) Common Stock 2,971,588 $ 0 0 I Foundation Capital VI, L.P. ( 1 ) Series D Convertible Preferred Stock ( 5 ) 12/16/2014 C 33,204 ( 5 ) ( 5 ) Common Stock 33,204 $ 0 0 I Foundation Capital VI Principals Fund, LLC ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Moldow Charles C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Mmbr 13D group owning > 10% ELMORE WILLIAM B C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Mmbr 13D group owning > 10% SCHUH MICHAEL N C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Mmbr 13D group owning > 10% KOONTZ PAUL G C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Mmbr 13D group owning > 10% HOLLAND PAUL R C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Mmbr 13D group owning > 10% Weiss Warren M C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Mmbr 13D group owning > 10% Redelfs Richard C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Mmbr 13D group owning > 10% Vassallo Steven C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Mmbr 13D group owning > 10% Signatures /s/ Gail M. Haney as Attorney-In-Fact 12/16/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Foundation Capital Management Co. VI, LLC is the sole manager of Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC and has sole voting and investment power with respect to the shares held by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. William B.Elmore, Paul G. Koontz, Michael N. Schuh, Paul R. Holland, Richard A. Redelfs, Steve P. Vassallo, Charles P. Moldow and Warren M. Weiss are managing members of Foundation Capital Management Co. VI, LLC, and may be deemed to share voting and investment power over the shares owned by Foundation Capital VI, L.P. and Foundation Capital VI Principals Fund, LLC. Each of the managing members of Foundation Capital Management Co. VI, LLC disclaims beneficial ownership in the shares held by the aforementioned entities except to the extent of his or her pecuniary interest therein. ( 2 )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. ( 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 )Each share of the issuer's Series D 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.

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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