SEC Form 4 · accession 0001209191-15-067218
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 18, 2015
Accepted (ET)
Aug 20, 2015 · 8:56 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 StockF3,F4 | Aug 18, 2015 | J | 5,427 | $13.27 | D | 31,018,928 | I | By Limited Partnership |
| Common StockF5,F6 | Aug 19, 2015 | J | 14,697 | $12.81 | D | 31,004,231 | 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 Rule 144 sale of securities.
- F3These securities consist of 4,860 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 189 shares.
- F4These securities consist of 176,295 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 6,871 shares. The remaining 30,822,020 shares are beneficially 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.
- F5These securities consist of 13,158 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 513 shares.
- F6These securities consist of 163,137 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 6,358 shares. The remaining 30,822,020 shares are beneficially 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.