SEC Form 4 · accession 0001209191-17-038491
Happen, Inc. · HAPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Crowe
Director
Period of report
Jun 6, 2017
Accepted (ET)
Jun 8, 2017 · 2:52 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 | Jun 6, 2017 | A | 35,336 | $0.00 | A | 35,336 | D | |
| Common StockF2 | holding | — | — | — | 43,384 | D | ||
| Common StockF3 | holding | — | — | — | 11,717 | D | ||
| Common StockF4 | holding | — | — | — | 13,344,178 | I | See Footnote |
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 as to 25% of the total shares quarterly, over a one-year period, beginning on June 6, 2017, subject to continued service through each vesting date.
- F2Represents 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 as to 25% of the total shares quarterly, over a one-year period, beginning on June 28, 2016, subject to continued service through each vesting date.
- F3Represents restricted stock units under the LendingClub Corporation 2014 Equity Incentive Plan that vested 100% on June 10, 2016.
- F4The securities shown on Line 3 of Table 1 consist of 483,914 shares beneficially owned by the Crowe Family Trust, 12/22/88, of which Mr. Crowe is a Trustee, and the Laura Bassell Crowe Irrevocable Trust I, the Katherine Bassell Crowe Irrevocable Trust I, and the Molly Bassell Crowe Irrevocable Trust I, of which Mr. Crowe is a Trustee, each beneficially owned 12,748 shares. The remaining 12,822,020 shares are beneficially held of record by Norwest Venture Partners X, LP. By virtue of his position as a co-Chief Executive Officer of NVP Associates, LLC, the managing member of Genesis VC Partners X, LLC. Mr. Crowe may be deemed to share voting and dispositive power with respect to such securities. Mr. Crowe disclaims beneficial ownership of all securities, except to the extent of any pecuniary interest therein.