SEC Form 4 · accession 0001127602-16-061420
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley Coleman
Officer — Principle Accounting Officer
Period of report
Aug 25, 2016
Accepted (ET)
Aug 29, 2016 · 8:13 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 | Aug 25, 2016 | A | 271,740 | $0.00 | A | 467,635 | D | |
| Common StockF2,F3 | Aug 26, 2016 | S | 1,943 | $5.6002 | D | 465,692 | D |
Table II — derivative securities
No Table II lines on this filing.
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 6.25% of the total shares quarterly, over a four-year period, beginning on August 25, 2016, subject to continued employment through each vesting date.
- F2Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
- F3This transaction was executed in multiple trades during the day at prices ranging from $5.585 to $5.62. 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.