SEC Form 4 · accession 0001127602-18-019270
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas W Casey
Officer — Chief Financial Officer
Period of report
May 25, 2018
Accepted (ET)
May 30, 2018 · 7:28 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 25, 2018 | M | 13,809 | $0.00 | A | 73,528 | D | |
| Common StockF1 | May 25, 2018 | M | 55,970 | $0.00 | A | 129,498 | D | |
| Common StockF3 | May 25, 2018 | F | 6,847 | $3.37 | D | 122,651 | D | |
| Common StockF3 | May 25, 2018 | F | 27,750 | $3.26 | D | 94,901 | 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 | May 25, 2018 | M | 13,809 | D | — | Sep 26, 2026 | Common Stock | 13,809 | 124,285 | D |
| Restricted Stock Unit (RSU)F1,F5 | $0.00 | May 25, 2018 | M | 55,970 | D | — | — | Common Stock | 55,970 | 839,553 | 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 2,500 shares acquired on May 10, 2018 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 November 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 May 25, 2018, with an additional 6.25% of the total shares vesting quarterly thereafter, subject to continued service through each vesting date.