Statement of Ownership (sc 13g)
February 10 2023 - 04:01PM
Edgar (US Regulatory)
SECURITIES AND
EXCHANGE COMMISSION |
Washington, D.C.
20549 |
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SCHEDULE 13G |
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Under the Securities
Exchange Act of 1934 |
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(Amendment No. )* |
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LendingClub Corporation
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(Name of Issuer) |
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Common Stock, $0.01 par value per share
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(Title of Class of
Securities) |
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52603A208
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(CUSIP Number) |
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December 31, 2022
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(Date of event which
requires filing of this statement) |
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Check the appropriate box
to designate the rule pursuant to which this Schedule 13G is
filed: |
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x |
Rule
13d-1(b) |
¨ |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
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(Page 1 of 8 Pages) |
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes)
CUSIP No. 52603A208
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13G |
Page 2 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
Rubric Capital Management
LP
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨
|
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0
|
6 |
SHARED VOTING POWER
5,826,128 shares of Common
Stock
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7 |
SOLE DISPOSITIVE POWER
0
|
8 |
SHARED DISPOSITIVE POWER
5,826,128 shares of Common
Stock
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,826,128 shares of Common
Stock
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.47%
|
12 |
TYPE OF REPORTING PERSON
PN, IA
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|
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CUSIP No. 52603A208
|
13G |
Page 3 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
David Rosen
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨
|
3 |
SEC
USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0
|
6 |
SHARED VOTING POWER
5,826,128 shares of Common
Stock
|
7 |
SOLE DISPOSITIVE POWER
0
|
8 |
SHARED DISPOSITIVE POWER
5,826,128 shares of Common
Stock
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,826,128 shares of Common
Stock
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.47%
|
12 |
TYPE OF REPORTING PERSON
IN
|
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CUSIP No. 52603A208
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13G |
Page 4 of 8 Pages |
Item 1(a). |
NAME OF ISSUER: |
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The name of the issuer is LendingClub Corporation (the
"Issuer"). |
Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
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The Issuer's principal executive
offices are located at 595 Market Street, Suite 200, San Francisco,
CA 94105. |
Item 2(a). |
NAME OF PERSON
FILING: |
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This statement is filed by: |
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(i) |
Rubric Capital
Management LP ("Rubric Capital"), the investment adviser to
certain investment funds and/or accounts (collectively, the
"Rubric Funds") that hold the shares of Common Stock (as
defined in Item 2(d) below) reported herein; and |
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(ii) |
David Rosen ("Mr. Rosen"),
Managing Member of Rubric Capital Management GP LLC, the general
partner of Rubric Capital. |
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The foregoing persons
are hereinafter sometimes collectively referred to as the
"Reporting Persons." |
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The filing of this
statement should not be construed as an admission that any of the
forgoing persons or any Reporting Person is, for the purposes of
Section 13 of the Act, the beneficial owner of the Shares reported
herein. |
Item 2 (b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE: |
|
|
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The address of the principal
business office of each of the Reporting Persons is 155 East 44th
St, Suite 1630, New York, NY 10017. |
Item 2 (c). |
CITIZENSHIP: |
|
|
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Rubric Capital is
a Delaware limited partnership. Mr. Rosen is a citizen of the
United States of America. |
Item 2 (d). |
TITLE OF CLASS OF SECURITIES: |
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Common stock,
$0.01 par value per share (the "Common Stock"). |
Item 2 (e). |
CUSIP NUMBER: |
|
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52603A208 |
Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
|
(a) |
¨ |
Broker or dealer
registered under Section 15 of the Act, |
CUSIP No. 52603A208
|
13G |
Page 5
of 8 Pages |
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(b) |
¨ |
Bank as defined in
Section 3(a)(6) of the Act, |
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(c) |
¨ |
Insurance Company as defined in
Section 3(a)(19) of the Act, |
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(d) |
¨ |
Investment Company registered
under Section 8 of the Investment Company Act of 1940, |
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(e) |
x |
An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
Employee Benefit Plan or Endowment
Fund in accordance with Rule 13d-1(b)(1)(ii)(F), |
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(g) |
x |
Parent Holding Company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G), |
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(h) |
¨ |
Savings Association as defined in
Section 3(b) of the Federal Deposit Insurance Act, |
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(i) |
¨ |
A church plan
that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act; |
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(j) |
¨ |
A non-U.S. institution in
accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
Group, in accordance with Rule
13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of
institution: |
Item 4. |
OWNERSHIP. |
|
|
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The information required by Items 4(a) - (c) is set forth in Rows 5
- 11 of the cover page for each of the Reporting Persons and is
incorporated herein by reference.
The percentage set forth in Row (11) of the cover page for each of
the Reporting Persons is based on the 106,546,995 shares of Common Stock
outstanding as of December 31, 2022, as reported in Exhibit 99.1
attached to the Issuer's Current Report Issuer on Form 8-K filed
with the Securities and Exchange Commission on January 25,
2023.
|
Item 5. |
OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS. |
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Not applicable. |
Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON. |
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See Item 2. |
Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY. |
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Not applicable. |
CUSIP No. 52603A208
|
13G |
Page 6
of 8 Pages |
Item 8. |
IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP. |
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Not applicable. |
Item 9. |
NOTICE OF
DISSOLUTION OF GROUP. |
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Not applicable. |
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Each of the Reporting Persons hereby makes
the following certification: |
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By signing below the Reporting
Person certifies that, to the best of its knowledge and belief, the
securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect. |
CUSIP No. 52603A208
|
13G |
Page
7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
DATED: February 10, 2023 |
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RUBRIC CAPITAL
MANAGEMENT LP |
|
|
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By: |
/s/ Michael Nachmani |
|
Name: |
Michael
Nachmani |
|
Title: |
Chief
Operating Officer |
|
|
|
/s/ David Rosen |
|
DAVID ROSEN |
|
CUSIP No. 52603A208
|
13G |
Page 8
of 8 Pages |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained therein,
but shall not be responsible for the completeness and accuracy of
the information concerning the others, except to the extent that he
or it knows or has reason to believe that such information is
inaccurate.
DATED: February 10, 2023 |
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RUBRIC CAPITAL
MANAGEMENT LP |
|
|
|
By: |
/s/ Michael Nachmani |
|
Name: |
Michael
Nachmani |
|
Title: |
Chief
Operating Officer |
|
|
|
/s/ David Rosen |
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DAVID ROSEN |
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