SEC Form 4 · accession 0001209191-15-066408
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 13, 2015
Accepted (ET)
Aug 17, 2015 · 7:51 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 13, 2015 | J | 9,783,884 | $0.00 | D | 31,038,136 | I | By Limited Partnership |
| Common StockF5,F6 | Aug 13, 2015 | J | 13,553 | $13.99 | D | 31,024,583 | I | By Limited Partnership |
| Common StockF7,F8 | Aug 14, 2015 | J | 228 | $13.87 | D | 31,024,355 | 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 the 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 of 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 and further distribution by Genesis VC Partners X, LLC ("Genesis X"), the general partner of NVP X, to its members.
- F3The NVP X and Genesis X distributions resulted in a change in the form of beneficial ownership so that following the distributions (i) 193,493 shares were beneficially owned by the Crowe Family Trust, 12/22/88, of which Mr. Crowe is a Trustee; (ii) 7,541 shares were beneficially owned by the Laura Bassell Crowe Irrevocable Trust I, of which Mr. Crowe is a Trustee; (iii) 7,541 shares were beneficially owned by the Katherine Bassell Crowe Trust I, of which Mr. Crowe is a Trustee; and (iv) 7,541 shares were beneficially owned by the Molly Bassell Crowe Trust I, of which Mr. Crowe is a Trustee. The remaining 30,822,020 held of record by NVP X. By virtue of his position as a co-Chief Executive Officer of NVP Associates, LLC, the managing member of the general partner of NVP X, Mr. Crowe may be deemed to share voting and dispositive power with respect to such securities. Mr. Crowe disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
- F4Shares were disposed of via a Rule 144 sale of securities.
- F5These securities consist of 12,134 shares disposed of by the Crowe Family Trust, 12/22/88 and the Laura Bassell Crowe Irrevocable Trust I, the Katherine Bassell Crowe Irrevocable Trust I and the Molly Bassell Crowe Irrevocable Trust I each disposed of 473 shares.
- F6These securities consist of 181,359 shares beneficially owned by the Crowe Family Trust, 12/22/88 and the Laura Bassell Crowe Irrevocable Trust I, the Katherine Bassell Crowe Irrevocable Trust I, and the Molly Bassell Crowe Irrevocable Trust I each beneficially owned 7,068 shares. The remaining 30,822,020 shares are beneficially held of record by NVP. By virtue of his position as a co-Chief Executive Officer of NVP Associates, LLC, the managing member of the general partner of NVP X, Mr. Crowe may be deemed to share voting and dispositive power with respect to such securities. Mr. Crowe disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
- F7These securities consist of 204 shares disposed of by the Crowe Family Trust, 12/22/88 and the Laura Bassell Crowe Irrevocable Trust I, the Katherine Bassell Crowe Irrevocable Trust I and the Molly Bassell Crowe Irrevocable Trust I each disposed of 8 shares.
- F8These securities consist of 181,155 shares beneficially owned by the Crowe Family Trust, 12/22/88 and the Laura Bassell Crowe Irrevocable Trust I, the Katherine Bassell Crowe Irrevocable Trust I, and the Molly Bassell Crowe Irrevocable Trust I each beneficially owned 7,060 shares. The remaining 30,822,020 shares are beneficially held of record by NVP. By virtue of his position as a co-Chief Executive Officer of NVP Associates, LLC, the managing member of the general partner of NVP X, Mr. Crowe may be deemed to share voting and dispositive power with respect to such securities. Mr. Crowe disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.