SEC Form 4 · accession 0001127602-17-018137
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy Bogan
Officer — Chief Risk Officer
Period of report
May 11, 2017
Accepted (ET)
May 15, 2017 · 5:57 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 11, 2017 | M | 122,550 | $0.00 | A | 160,739 | D | |
| Common StockF2,F3,F4 | May 12, 2017 | S | 54,090 | $5.8417 | D | 106,649 | 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)F5 | $0.00 | May 11, 2017 | M | 122,550 | D | — | May 11, 2026 | Common Stock | 122,550 | 0 | D |
Explanation of responses
- F1Represents the conversion upon vesting of restricted stock units into common stock. Such restricted stock units were previously reported in Table II.
- 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 $5.82 to $5.88. 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 346 shares acquired under the LendingClub Corporation 2014 Employee Stock Purchase Plan.
- F5The award is fully vested as of May 11, 2017.