SEC Form 4 · accession 0001127602-16-067016
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, 2016
Accepted (ET)
Nov 14, 2016 · 5:47 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 Stock | Nov 10, 2016 | M | 25,000 | $0.695 | A | 409,308 | D | |
| Common StockF1,F2 | Nov 10, 2016 | S | 25,000 | $5.5987 | D | 384,308 | D | |
| Common Stock | Nov 11, 2016 | M | 25,000 | $0.695 | A | 411,470 | D | |
| Common StockF1,F3,F4 | Nov 11, 2016 | S | 25,000 | $5.8722 | D | 386,470 | 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, 2016 | M | 25,000 | D | — | Oct 16, 2022 | Common Stock | 25,000 | 764,740 | D |
| Stock Option (right to buy)F5 | $0.695 | Nov 11, 2016 | M | 25,000 | D | — | Oct 16, 2022 | Common Stock | 25,000 | 739,740 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2016.
- F2This transaction was executed in multiple trades during the day at prices ranging from $5.545 to $5.64. 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.
- F3This transaction was executed in multiple trades during the day at prices ranging from $5.725 to $6.01. 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.
- F4Includes 2,162 shares acquired on November 10, 2016 under the LendingClub Corporation 2014 Employee Stock Purchase Plan.
- 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.