SEC Form 4 · accession 0001127602-16-053972
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sameer Gulati
Officer — Chief Operations Officer
Period of report
May 26, 2016
Accepted (ET)
May 31, 2016 · 5:54 pm EDT
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 | May 26, 2016 | A | 754,800 | $0.00 | A | 754,800 | D | |
| Common StockF2 | May 26, 2016 | A | 228,833 | $0.00 | A | 983,633 | 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)F3 | $4.37 | May 26, 2016 | A | 91,563 | A | — | May 26, 2026 | Common Stock | 91,563 | 91,563 | D |
Explanation of responses
- F1Represents a grant of restricted stock units under the LendingClub Corporation 2014 Equity Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The restricted stock units are scheduled to vest as to 2.08% of the total shares monthly over a four-year period, beginning on May 25, 2016, subject to continued service through each vesting date.
- F2Represents a grant of restricted stock units under the LendingClub Corporation 2014 Equity Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. The restricted stock units are scheduled to vest as to 100% of the total shares after one year from the vesting commencement date May 25, 2016.
- F3The option vests monthly 2.08% of the total shares monthly over a four-year period, beginning on May 25, 2016, subject to continued service through each vesting date.