SEC Form 4 · accession 0001209191-15-065021
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Crowe
Director · 10% Owner
Period of report
Aug 6, 2015
Accepted (ET)
Aug 10, 2015 · 9:55 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 StockF2,F3 | Aug 6, 2015 | J | 9,992,061 | $0.00 | D | 40,829,959 | I | By Limited Partnership |
| Common StockF5 | Aug 10, 2015 | J | 7,939 | $14.40 | D | 40,822,020 | I | By Limited Partnership |
| Common StockF1 | holding | — | — | — | 11,717 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a grant of restricted stock units 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 100% on June 10, 2016.
- F2Shares were disposed via a pro rata in-kind distribution of Issuer's stock from Norwest Venture Partners X, LP ("NVP X") to its limited and general partners.
- F3The securities shown on Line 2 of Table 1 represent securities held of record by NVP X. Jeffrey Crowe, as a co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP X, may be deemed to share voting and dispositive power over the shares held by NVP X. Mr. Crowe disclaims beneficial ownership of shares held by NVP X, except to the extent of any pecuniary interest therein.
- F4The securities shown on Line 2 of Table 1 represent securities that were sold in a Rule 144 sale.
- F5The securities shown on Line 3 of Table 1 respesent shares owned by Genesis VC Partners X, LLC ("Genesis X"). Jeffrey Crowe, as a co-Chief Executive Officer of NVP Associates, LLC ("NVP Associates"), the managing member of Genesis X, may be deemed to share voting and dispositive power over the shares held by Genesis X, expect to the extent of any pecuniary interest therein.