Sec Form 4 Filing - Canaan VII LP @ 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 Canaan VII LP 2. Issuer Name and Ticker or Trading Symbol LendingClub Corp [ LC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 285 RIVERSIDE AVE., SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2014 (Street) WESTPORT, CT06880 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 27,403,488 A 27,403,488 D ( 2 ) Common Stock 12/16/2014 C 5,339,096 A 32,742,584 D ( 2 ) Common Stock 12/16/2014 C 12,038,400 A 44,780,984 D ( 2 ) Common Stock 12/16/2014 C 3,800,044 A 48,581,028 D ( 2 ) Common Stock 12/16/2014 X 469,484 A $ 0.2663 49,050,512 D ( 2 ) Common Stock 12/16/2014 S 3,400,000 D $ 15 45,650,512 D ( 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 E xecution 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 27,403,488 ( 1 ) ( 1 ) Common Stock 27,403,488 $ 0 0 D ( 2 ) Series B Convertible Preferred Stock ( 3 ) 12/16/2014 C 5,339,096 ( 3 ) ( 3 ) Common Stock 5,339,096 $ 0 0 D ( 2 ) Series C Convertible Preferred Stock ( 4 ) 12/16/2014 C 12,038,400 ( 4 ) ( 4 ) Common Stock 12,038,400 $ 0 0 D ( 2 ) Series D Convertible Preferred Stock ( 5 ) 12/16/2014 C 3,800,044 ( 5 ) ( 5 ) Common Stock 3,800,044 $ 0 0 D ( 2 ) Series A Convertible Preferred Stock Warrant (right to buy) $ 0.2663 12/16/2014 C( 6 ) 469,484 ( 7 ) 01/24/2015 Series A Convertible Preferred Stock 469,484 $ 0 0 D ( 2 ) Common Stock Warrant (right to buy) $ 0.2663 12/16/2014 C( 6 ) 469,484 ( 7 ) 01/24/2015 Common Stock 469,484 $ 0 469,484 D ( 2 ) Common Stock Warrant (right to buy) $ 0.2663 12/16/2014 X 469,484 ( 7 ) 01/24/2015 Common Stock 469,484 $ 0 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Canaan VII LP 285 RIVERSIDE AVE., SUITE 250 WESTPORT, CT06880 X X Canaan Partners VII LLC 285 RIVERSIDE AVE., SUITE 250 WESTPORT, CT06880 X Signatures Canaan VII L.P., by Canaan Partners VII LLC, its General Partner, by: /s/ Jaime Slocum, as Attorney-in-Fact 12/16/2014 Signature of Reporting Person Date /s/ Jaime Slocum, as Attorney-in-Fact for Canaan Partners VII LLC 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 shares are held directly by Canaan VII L.P. (the "Canaan Fund"). Canaan Partners VII LLC ("Canaan VII" and, together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund, and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Daniel Ciporin, an officer of Canaan VII, serves as the representative of the Canaan Entities on the issuer's board of directors. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan VII, collectively, and no manager of Canaan VII has beneficial ownership of any shares held by the Canaan Fund. ( 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 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. ( 6 )In connection with the closing of the IPO, the warrant was converted into a warrant to purchase an equivalent number of shares of the issuer's Common Stock. ( 7 )Fully exercisable on date of issuance.

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