Sec Form 4 Filing - Foundation Capital Management Co. VI, LLC @ LendingClub Corp - 2015-06-08

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 Foundation Capital Management Co. VI, LLC 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 _____ Officer (give title below) X __ Other (specify below) Former 10% Holder (Last) (First) (Middle) 250 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/08/2015 (Street) MENLO PARK, CA94025 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 06/08/2015 J( 1 ) 2,300,000 D 36,632,144 I Foundation Capital VI, L.P. ( 2 ) Common Stock 435,008 I Foundation Capital VI Principals Fund, LLC ( 2 ) Common Stock 06/08/2015 J( 3 ) 334,750 A 334,750 I Foundation Capital Management Co. VI, LLC ( 2 ) Common Stock 06/08/2015 J( 4 ) 334,750 D 0 I Foundation Capital Management Co. VI, LLC ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Foundation Capital Management Co. VI, LLC 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 Former 10% Holder Signatures /s/ Gail M. Haney as Attorney-In-Fact 06/10/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In-kind distribution. On 06/08/2015, Foundation Capital VI, L.P. distributed 2,300,000 shares of stock to its Partners. ( 2 )Foundation Capital Management Co. VI, LLC is the sole General Partner of Foundation Capital VI, L.P. and sole Manager of 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. Foundation Capital Management Co. VI, LLC disclaims beneficiary ownership of the shares reported herein, except to the extent of its pecuniary interest therein. ( 3 )Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in kind distribution of Common Stock of the Issuer by Foundation Capital VI, L.P. as described in footnote 1. ( 4 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Foundation Capital Management Co. VI, LLC without consideration to its members.

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).

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