SEC Form 4 · accession 0001127602-18-034555

Happen, Inc. · HAPN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Financial Officer

Period of report

Nov 25, 2018

Accepted (ET)

Nov 27, 2018 · 8:42 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
Common Stock^F1,F2	Nov 25, 2018	M	13,809	$0.00	A	146,393	D
Common Stock^F1	Nov 25, 2018	M	55,970	$0.00	A	202,363	D
Common Stock^F3	Nov 25, 2018	F	34,597	$3.47	D	167,766	D

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, 2018	M	13,809	D	—	Sep 26, 2026	Common Stock	13,809	96,666	D
Restricted Stock Unit (RSU)^F1,F5	$0.00	Nov 25, 2018	M	55,970	D	—	—	Common Stock	55,970	727,613	D

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 November 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.