SEC Form 4 · accession 0001127602-17-009041
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 820,385 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (RSU)F1 | $0.00 | Feb 24, 2017 | A | 550,459 | A | — | Feb 24, 2017 | Common Stock | 550,459 | 550,459 | D |
| Restricted Stock Unit (RSU)F2 | $0.00 | holding | — | — | — | — | May 14, 2026 | Common Stock | 1,157,408 | 1,157,408 | 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 6.25% of the total shares on May 25, 2017, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
- F2Represents the remaining unvested portion of 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 vested 6.25% of the total shares quarterly, over a four-year period, beginning on May 12, 2016.
Remarks
In addition to the equity grants described above, the compensation committee has approved additional performance-based restricted stock units for the reporting person, which are contingent upon the attainment of certain performance criteria over the 2017 fiscal year. If the performance criteria are achieved, the reporting person will be granted restricted stock units, which will vest 50% on 2/25/2018 and 50% on 2/25/2019 (assuming eligibility requirements have been met). Restricted stock units were previously reported in Table I as common stock with the applicable vesting terms. Restricted stock units will now be reported in Table II.