SEC Form 4 · accession 0001127602-15-034280
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carrie Dolan
Officer — Chief Financial Officer
Period of report
Dec 14, 2015
Accepted (ET)
Dec 16, 2015 · 4:43 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 14, 2015 | M | 13,950 | $0.695 | A | 22,659 | D | |
| Common StockF2,F3 | Dec 14, 2015 | S | 13,950 | $13.205 | D | 8,709 | D | |
| Common Stock | Dec 14, 2015 | M | 11,880 | $0.1025 | A | 20,589 | D | |
| Common StockF2,F3 | Dec 14, 2015 | S | 11,880 | $13.1963 | D | 8,709 | D | |
| Common StockF2,F3,F4 | Dec 14, 2015 | S | 77,927 | $13.2195 | D | 1,672,381 | I | By Paul L. Dolan And Carrie L. Dolan, Trustees Of Dolan Family Trust U/A Dtd 1/27/2003 |
| Common StockF5 | holding | — | — | — | 220,000 | I | By Carrie Dolan, As Trust Advisor Of Dolan Family 2014 Irrevocable Gst Exempt Trust |
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)F6 | $0.695 | Dec 14, 2015 | M | 13,950 | D | — | Oct 16, 2022 | Common Stock | 13,950 | 549,227 | D |
| Stock Option (right to buy)F7 | $0.1025 | Dec 14, 2015 | M | 11,880 | D | — | Feb 23, 2021 | Common Stock | 11,880 | 153,658 | 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 August 13, 2015.
- F3This transaction was executed in multiple trades during the day at prices ranging from $13.00 to $13.73. 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.
- F4Shares held of record by Paul L. Dolan and Carrie L. Dolan, Trustees of Dolan Family Trust U/A DTD 1/27/2003.
- F5Shares held of record by Carrie Dolan, as Trust Advisor of Dolan Family 2014 Irrevocable GST Exempt Trust.
- F6The 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.
- F7The option vested as to 25% of the total shares on August 16, 2011, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.