Attached files
file | filename |
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EX-5.1 - EX-5.1 - LendingClub Corp | d835418dex51.htm |
EX-23.3 - EX-23.3 - LendingClub Corp | d835418dex233.htm |
EX-23.1 - EX-23.1 - LendingClub Corp | d835418dex231.htm |
EX-23.2 - EX-23.2 - LendingClub Corp | d835418dex232.htm |
As filed with the Securities and Exchange Commission on December 10, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
the Securities Act of 1933
LendingClub Corporation
(Exact name of Registrant as specified in its charter)
Delaware | 6199 | 51-0605731 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
LendingClub Corporation
71 Stevenson Street, Suite 300
San Francisco, California 94105
(415) 632-5600
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Renaud Laplanche
Chief Executive Officer
LendingClub Corporation
71 Stevenson Street, Suite 300
San Francisco, California 94105
(415) 632-5600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Cynthia C. Hess, Esq. Jeffrey R. Vetter, Esq. James D. Evans, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 |
Jason Altieri, Esq. General Counsel and Chief Compliance Officer LendingClub Corporation 71 Stevenson Street, Suite 300 San Francisco, California 94105 (415) 632-5600 |
Kurt J. Berney, Esq. Eric C. Sibbitt, Esq. OMelveny & Myers LLP Two Embarcadero Center, 28th Floor San Francisco, California 94111 (415) 984-8700 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-198393
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Securities Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Per Share |
Proposed Maximum |
Amount of Registration Fee(2) | ||||
Common Stock, $0.01 par value |
345,000 | $15.00 | $5,175,000 | $602 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-198393). |
(2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $928,970,000 on a Registration Statement on Form S-1, as amended (File No. 333-198393), which was declared effective by the Securities and Exchange Commission on December 10, 2014. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $5,175,000 are hereby registered, which includes shares issuable upon the exercise of the underwriters option to purchase additional shares. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, LendingClub Corporation (Registrant) is filing this registration statement with the Securities and Exchange Commission (Commission). This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-198393), which the Registrant originally filed on August 27, 2014 (Registration Statement), and which the Commission declared effective on December 10, 2014.
The Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock offered by the Registrant by 345,000 shares, 45,000 of which are subject to purchase upon exercise of the underwriters option to purchase additional shares of the Registrants common stock. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement. The information set forth in the Registration Statement is incorporated by reference in this filing.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on the 10th day of December 2014.
LENDINGCLUB CORPORATION | ||
By: | /s/ Renaud Laplanche | |
Renaud Laplanche Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
Title |
Date | ||
/s/ Renaud Laplanche |
Chief Executive Officer and Director | December 10, 2014 | ||
Renaud Laplanche | (Principal Executive Officer) | |||
/s/ Carrie Dolan |
Chief Financial Officer | December 10, 2014 | ||
Carrie Dolan | (Principal Financial and Accounting Officer) | |||
* |
Director | December 10, 2014 | ||
Daniel Ciporin | ||||
* |
Director | December 10, 2014 | ||
Jeffrey Crowe | ||||
* |
Director | December 10, 2014 | ||
Rebecca Lynn | ||||
* |
Director | December 10, 2014 | ||
John J. Mack | ||||
* |
Director | December 10, 2014 | ||
Mary Meeker | ||||
* |
Director | December 10, 2014 | ||
John C. (Hans) Morris | ||||
* |
Director | December 10, 2014 | ||
Lawrence Summers | ||||
* |
Director | December 10, 2014 | ||
Simon Williams |
* | Pursuant to Power of Attorney |
By: | /s/ Carrie Dolan |
|||||
Attorney-in-fact |
EXHIBIT INDEX
Exhibit |
Description | |
5.1 | Opinion of Fenwick & West LLP. | |
23.1 | Consent of Deloitte & Touche LLP. | |
23.2 | Consent of Grant Thornton LLP. | |
23.3 | Consent of Auerr, Zajac & Associates, LLP. | |
23.4 | Consent of Fenwick & West LLP (included in Exhibit 5.1). | |
24.1 | Power of Attorney (incorporated by reference to Exhibits 24.1 and 24.2 to the Registration Statement on Form S-1 (Registration No. 333-198393)). |