SEC Form 4 · accession 0001127602-17-032081
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Sanborn
Officer — CEO
Period of report
Nov 12, 2017
Accepted (ET)
Nov 14, 2017 · 5:08 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,F2 | Nov 12, 2017 | M | 89,032 | $0.00 | A | 1,071,007 | D | |
| Common StockF3,F4 | Nov 13, 2017 | S | 47,273 | $4.226 | D | 1,023,734 | 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,F5 | $0.00 | Nov 12, 2017 | M | 89,032 | D | — | May 14, 2026 | Common Stock | 89,032 | 890,314 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
- F2Includes 2,051 shares acquired on November 10, 2017 under the LendingClub Corporation 2014 Employee Stock Purchase Plan.
- F3Represents 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.
- F4This transaction was executed in multiple trades during the day at prices ranging from $4.21 to $4.255. 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.
- F5The restricted stock units vested 6.25% of the total shares quarterly, over a four-year period, beginning on May 12, 2016.