UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~January 209, ~~2013~~2014

Prosper Funding LLC	Prosper Marketplace, Inc.
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
45-4526070	73-1733867
(I.R.S. Employer Identification Number)	(I.R.S. Employer Identification Number)

Prosper Funding LLC

~~Delaware~~(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)


Delaware	333-179941	45-4526070
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6199

101 Second Street, 15th Floor San Francisco, CA		94105
(Address of principal executive offices)		(Zip Code)

~~(Primary~~Registrant's ~~Standard~~telephone ~~Industrial~~number, ~~Classification~~including ~~Code~~area ~~Number~~code: (415) 593-5400

101 Second Street, 15th Floor

San Francisco, CA 94105

(415) 593-5400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Registrant’s telephone number, including area code: (415) 593-5400

Not applicable.

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~DC:~~Item ~~4848102-2~~1.01. Entry into a Material Definitive Agreement.

~~Item. 5.02~~On ~~Departure~~January of9, ~~Directors~~2014, orProsper ~~Certain~~Funding ~~Officers;~~LLC ~~Election~~("PFL") ofand ~~Directors;~~First ~~Appointment~~Associates ofLoan ~~Certain~~Servicing, ~~Officers;~~LLC ~~Compensatory~~("First ~~Arrangements~~Associates") entered into a Backup Servicing Agreement pursuant to which, among other things, First Associates agreed to perform backup servicing duties on behalf of ~~Certain~~PFL ~~Officers~~and to serve as a successor servicer to PFL if requested to do so by the applicable controlling party.

~~Kenneth~~Item ~~Niewald resigned as Chief Financial Officer of Prosper Marketplace, Inc~~1. ~~(“PMI”) and as Treasurer of Prosper Funding LLC (“Prosper Funding”), effective as of August 20, 2013~~02. On ~~that~~Termination ~~same date, Joshua P. Hachadourian, PMI’s controller, was designated as the principal financial and accounting officer~~ of ~~both~~a ~~PMI~~Material ~~and~~Definitive ~~Prosper Funding~~Agreement.

~~Joshua~~On P.January ~~Hachadourian~~14, ~~age 45~~2014, ~~has~~PFL ~~served~~sent as(i) ~~PMI’s~~notice ~~Controller~~to ~~since~~CSC ~~June~~Logic, ~~2013~~Inc. ~~Prior~~ to("CSC") ~~joining~~that ~~PMI~~the Back-up Processing Agreement (the "Existing Backup Agreement") between the parties, ~~Mr.~~entered ~~Hachadourian~~into ~~was~~on aNovember ~~Senior~~21, ~~Manager~~2012, atwould ~~Burr~~terminate ~~Pilger~~on ~~Mayer~~February 20, ~~Inc.~~2014 ~~from~~and ~~2008~~(ii) tothe ~~2013~~early termination payment required under the terms of the agreement. ~~Prior~~ Pursuant to ~~that~~the Existing Backup Agreement, Mramong other things, CSC agreed to perform backup servicing duties on behalf of PFL. Under ~~Hachadourian~~the ~~was~~terms atof ~~Deloitte~~the &Existing ~~Touche~~Backup Agreement, ~~LLP~~PFL ~~from~~is ~~1999~~required to ~~2008,~~provide ~~where~~CSC hewith ~~most~~at ~~recently~~least ~~served~~thirty as(30) adays' ~~Senior~~notice ~~Manager~~of termination. ~~During~~ In ~~his~~addition, ~~time~~PFL inis ~~public~~required ~~accounting,~~to ~~Mr.~~pay ~~Hachadourian~~CSC ~~served~~an ~~numerous~~early ~~global~~termination ~~public~~payment ~~company~~in ~~financial~~an ~~services~~amount ~~institutions. Mr.~~equal ~~Hachadourian~~to isthe product of (a) ~~licensed~~the ~~CPA~~average ~~and~~amount ~~attended~~invoiced ~~University~~monthly by CSC to PFL pursuant to the Existing Backup Agreement, calculated over the four months preceding such notice of ~~California~~early termination, ~~Santa~~multiplied ~~Barbara~~by ~~where~~(b) hethe ~~received~~number aof ~~Bachelor~~months (not to exceed twelve (12)) otherwise remaining between the date of ~~Arts~~termination ~~degree~~and ~~with~~the ~~highest~~end ~~honors~~of inthe ~~Business~~term. PFL ~~Economics~~desires ~~with~~to anterminate ~~Accounting~~the ~~Emphasis~~Existing Backup Agreement because it has retained First Associates to serve as its backup servicer.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Prosper Marketplace, Inc.
	Prosper Funding LLC
Date: August 23, 2013	By	/s/ Sachin Adarkar
Date: January 15, 2014	By	/s/ Sachin Adarkar
		Sachin Adarkar
		General Counsel & Secretary
		Secretary

	Prosper Funding LLC
Date: August 23, 2013	By	/s/ Sachin Adarkar
		Sachin Adarkar
		Secretary

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