Statement of Changes in Beneficial Ownership (4)
March 23 2020 - 5:07PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Chen Tian Qiao |
2. Issuer Name and Ticker or Trading Symbol
LendingClub Corp
[
LC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2735 SAND HILL ROAD, #140, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/20/2020 |
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/20/2020 | | J(1) | | 19562881 | D | (1) | 0 | I | See footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Mandatorily Convertible Non-Voting Preferred Stock, Series A | (3) | 3/20/2020 | | J (1) | | 195628 | | (4) | (5) | Common Stock | 19562800 | (1) | 195628 | I | See footnote (2) |
Explanation of Responses: |
(1) | On March 20, 2020, pursuant to the terms of the Exchange Agreement by and between Shanda Asset Management Holdings Limited ("SAMH") and LendingClub Corporation (the "Issuer"), SAMH exchanged all of the shares of common stock of the Issuer ("Common Stock"), par value $0.01 per share, beneficially owned by it for (i) 195,628 newly issued shares of Mandatorily Convertible Non-Voting Preferred Stock, Series A of the Issuer ("Series A Preferred Stock"), par value $0.01 per share, and (ii) a one-time cash payment of $50,203,332.77. |
(2) | The securities disclosed herein are directly held by SAMH. Mr. Tianqiao Chen is the sole shareholder of Shanda Media Limited. Shanda Media Limited owns 70% of all outstanding and issued shares of Shanda Global Investment Limited, which is the sole shareholder of Shanda Technology Overseas Capital Company Limited. Shanda Technology Overseas Capital Company Limited is the sole shareholder of Shanda Group USA Limited. Shanda Group USA Limited is the sole shareholder of SAMH. Therefore each of Mr. Tianqiao Chen, Shanda Media Limited, Shanda Global Investment Limited, Shanda Technology Overseas Capital Company Limited, Shanda Group USA Limited and SAMH may be deemed to be the beneficial owners of such securities. |
(3) | The Series A Preferred Stock is convertible into shares of Common Stock on a one-for-one-hundred basis. |
(4) | The Series A Preferred Stock is mandatorily convertible, when owned by a person other than SAMH or any affiliate. |
(5) | The conversion of the Series A Preferred Stock has no expiration date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Chen Tian Qiao 2735 SAND HILL ROAD, #140 MENLO PARK, CA 94025 |
| X |
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Shanda Media LTD OFFSHORE INCORPORATIONS CENTRE P.O. BOX 957, ROAD TOWN TORTOLA, D8 VG1110 |
| X |
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Shanda Global Investment Ltd COMMERCE HOUSE, WICKHAMS CAY 1 P.O.BOX 3140, ROAD TOWN TORTOLA, D8 VG1110 |
| X |
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Shanda Technology Overseas Capital Co. CRICKET SQUARE, HUTCHINS DRIVE P.O. BOX 2681 GRAND CAYMAN, E9 KY1-1111 |
| X |
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Shanda Group USA Ltd COMMERCE HOUSE, WICKHAMS CAY 1 P.O.BOX 3140, ROAD TOWN TORTOLA, D8 VG1110 |
| X |
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SHANDA ASSET MANAGEMENT HOLDINGS Ltd COMMERCE HOUSE, WICKHAMS CAY 1 P.O.BOX 3140, ROAD TOWN TORTOLA, D8 VG1110 |
| X |
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Signatures
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/s/ Tianqiao Chen | | 3/23/2020 |
**Signature of Reporting Person | Date |
/s/ Tianqiao Chen, Director of Shanda Media Limited | | 3/23/2020 |
**Signature of Reporting Person | Date |
/s/ Tianqiao Chen, Director of Shanda Global Investment Limited | | 3/23/2020 |
**Signature of Reporting Person | Date |
/s/ Tianqiao Chen, Director of Shanda Technology Overseas Capital Company Limited | | 3/23/2020 |
**Signature of Reporting Person | Date |
/s/ Tianqiao Chen, Director of Shanda Group USA Limited | | 3/23/2020 |
**Signature of Reporting Person | Date |
/s/ Tianqiao Chen, Director of Shanda Asset Management Holdings Limited | | 3/23/2020 |
**Signature of Reporting Person | Date |
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