SEC Form 4 · accession 0001127602-17-002182
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
Jan 18, 2017
Accepted (ET)
Jan 20, 2017 · 5:11 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 | Jan 18, 2017 | M | 25,000 | $0.695 | A | 411,470 | D | |
| Common StockF2,F3 | Jan 18, 2017 | S | 25,000 | $5.477 | 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)F4 | $0.695 | Jan 18, 2017 | M | 25,000 | D | — | Apr 19, 2017 | Common Stock | 25,000 | 689,740 | D |
| Stock Option (right to buy)F4 | $4.99 | holding | — | — | — | — | Apr 19, 2017 | Common Stock | 211,712 | 211,712 | D |
| Stock Option (right to buy)F4 | $8.41 | holding | — | — | — | — | Apr 19, 2017 | Common Stock | 109,963 | 109,963 | 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 $5.42 to $5.53. 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.
- F3Includes 352,707 unvested restricted stock units granted under the LendingClub Corporation 2014 Equity Incentive Plan that were forfeited upon separation from the Issuer
- F4In connection with the reporting person's separation from the Company, the award is due to expire on 4/19/2017.
Remarks
The reporting person separated from the Company on January 19, 2017, and this Form 4 serves as his exit filing.