SEC Form 4 · accession 0001127602-17-033389
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
Nov 25, 2017
Accepted (ET)
Nov 28, 2017 · 5:45 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 25, 2017 | M | 5,574 | $0.00 | A | 115,013 | D | |
| Common StockF1 | Nov 25, 2017 | M | 22,645 | $0.00 | A | 137,658 | D | |
| Common StockF1 | Nov 25, 2017 | M | 609 | $0.00 | A | 138,267 | D | |
| Common StockF3 | Nov 25, 2017 | F | 15,044 | $4.26 | D | 123,223 | 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,F4 | $0.00 | Nov 25, 2017 | M | 5,574 | D | — | Feb 26, 2026 | Common Stock | 5,574 | 50,164 | D |
| Restricted Stock Unit (RSU)F1,F5 | $0.00 | Nov 25, 2017 | M | 22,645 | D | — | Aug 25, 2026 | Common Stock | 22,645 | 249,095 | D |
| Restricted Stock Unit (RSU)F1,F6 | $0.00 | Nov 25, 2017 | M | 609 | D | — | Feb 25, 2025 | Common Stock | 609 | 3,048 | 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 478 shares acquired on November 10, 2017 under the LendingClub Corporation 2014 Employee Stock Purchase Plan.
- F3Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.
- F4The RSUs vested as to 6.25% of the total shares on May 25, 2016, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.
- F5The RSUs 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.
- F6The RSUs vested as to 6.25% of the total shares on May 25, 2015, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.