SEC Form 4 · accession 0001127602-15-033608
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Sanborn
Officer — Chief Mrktg & Optg Officer
Period of report
Dec 7, 2015
Accepted (ET)
Dec 9, 2015 · 4:35 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 7, 2015 | M | 35,000 | $0.695 | A | 702,165 | D | |
| Common StockF2,F3 | Dec 7, 2015 | S | 35,000 | $13.1591 | D | 667,165 | 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)F4 | $0.695 | Dec 7, 2015 | M | 35,000 | D | — | Oct 16, 2022 | Common Stock | 35,000 | 825,000 | D |
Explanation of responses
- F1Includes 621 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 March 5, 2015.
- F3This transaction was executed in multiple trades during the day at prices ranging from $12.78 to $13.45. 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.
- F4The option vested as to 6.25% of the total shares on January 1, 2013, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.