SEC Form 4 · accession 0001127602-17-019753
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell S Elmer
Officer — General Counsel
Period of report
May 25, 2017
Accepted (ET)
May 30, 2017 · 6:30 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 25, 2017 | M | 40,916 | $0.00 | A | 92,215 | D | |
| Common StockF2,F3 | May 26, 2017 | S | 15,445 | $5.6953 | D | 76,770 | 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)F4 | $0.00 | May 25, 2017 | M | 40,916 | D | — | Sep 26, 2026 | Common Stock | 40,916 | 531,916 | 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 $5.63 to $5.73. 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.
- F4Represents 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 as to 6.25% of the total shares on November 25, 2016, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.