SEC Form 4 · accession 0001127602-15-031300

Happen, Inc. · HAPN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John MacIlwaine

Officer — Chief Technology Officer

Period of report

Nov 10, 2015

Accepted (ET)

Nov 13, 2015 · 4:07 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001409970

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Nov 10, 2015	M	12,500	$0.0695	A	26,606	D
Common Stock^F2,F3	Nov 10, 2015	S	12,500	$14.2961	D	14,106	D
Common Stock	Nov 11, 2015	M	12,500	$0.695	A	26,606	D
Common Stock^F2,F4	Nov 11, 2015	S	12,500	$13.9129	D	14,106	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F5	$0.695	Nov 10, 2015	M	12,500	D	—	Oct 16, 2022	Common Stock	12,500	927,240	D
Stock Option (right to buy)^F5	$0.695	Nov 11, 2015	M	12,500	D	—	Oct 16, 2022	Common Stock	12,500	914,740	D

Explanation of responses

F1Includes 518 shares acquired on November 10, 2015 under the LendingClub Corporation 2014 Employee Stock Purchase Plan.
F2This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 10, 2015.
F3This transaction was executed in multiple trades during the day at prices ranging from $14.17 to $14.49. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
F4This transaction was executed in multiple trades during the day at prices ranging from $13.78 to $14.13. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
F5In connection with a domestic relations settlement and the acceleration of certain of the option shares, which modified the option's original vesting schedule, the option vested as to the total shares granted (the "total shares") as follows: (i) 5.68% on July 19, 2013, (ii) 22.73% on July 31,2013, (iii) 4.23% on October 31, 2013, (iv) 7.10% on each of January 31, 2014 and January 31, 2015, (v) 4.01% on April 30, 2014, (vi) 6.25% on each of July 31, 2014, April 30, 2015 and July 31, 2015, (vii) 5.4% on October 31, 2014; and will vest as to the total shares as follows: (i) 5.40% on October 31, 2015, (ii) 7.10% on January 31, 2016, (iii) 6.25% on each of April 30, 2016 and July 31, 2016; subject to continued service through each vesting date.