SEC Form 4 · accession 0001127602-18-018434
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Simon Williams
Director
Period of report
May 18, 2018
Accepted (ET)
May 22, 2018 · 5:03 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,F2 | May 18, 2018 | S | 30,000 | $3.4022 | D | 123,053 | D | |
| Common StockF1,F2 | May 18, 2018 | S | 20,000 | $3.4029 | D | 28,000 | I | By Camelot Financial Capital Management, LLC |
| Common StockF3 | holding | — | — | — | 35,336 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan.
- F2This transaction was executed in multiple trades during the date at prices ranging from $3.37 to $3.43. 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.
- F3Represents the annual equity award of restricted stock units to each non-employee director pursuant to the approved non-employee director compensation plan. The award is made 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 as to 25% of the total shares quarterly, over a one-year period, beginning on June 6, 2017, subject to continued service through each vesting date.