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): ~~October~~April 233, ~~2014~~2015

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)

Delaware

(State or other jurisdiction of incorporation or organization)

6199

(Primary Standard Industrial Classification Code Number)

~~101~~221 ~~Second~~Main Street, ~~15th~~3rd 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))

Item 4.0102(a) ~~Changes~~Non-Reliance inon ~~Registrant’s~~Previously ~~Certifying~~Issued ~~Accountant~~Financial Statements or a Related Audit Report or Completed Interim Review.

On ~~October~~April 233, ~~2014~~2015, ~~Burr~~the ~~Pilger~~Audit ~~Mayer~~Committee of the Board of Directors of Prosper Marketplace, Inc. (the “~~BPM~~Audit Committee”) and the Board of Directors of Prosper Funding LLC (the “PFL Board”) concluded that the consolidated financial statements and related reports of their predecessor independent registered public accounting ~~firm~~firms ofincluded within the Prosper Marketplace, Inc., ~~a Delaware corporation~~ (“PMI”) and Prosper Funding LLC (“PFL”, aand ~~Delaware~~collectively ~~limited~~with ~~liability~~PMI ~~company (~~“Prosper” ~~Funding~~or the “Company”), ~~was~~Annual ~~dismissed~~Reports byon ~~each~~Form of10-K ~~PMI~~as of and ~~Prosper~~for ~~Funding.~~the ~~Also,~~fiscal onyears ~~October~~ended 23December 31, ~~2014~~2013 and December 31, ~~each~~2012 offor PMI and ~~Prosper~~as ~~Funding~~of ~~engaged~~and ~~Deloitte~~for &the ~~Touche~~fiscal ~~LLP~~year ~~(“Deloitte”)~~ended asDecember ~~its~~31, ~~independent~~2013 ~~registered~~for ~~public~~PFL, ~~accounting~~and ~~firm.~~the ~~PMI’s~~condensed ~~and~~consolidated ~~Prosper~~financial ~~Funding~~statements presented in the Company’s ~~decision~~Quarterly toReports ~~dismiss~~on ~~BPM~~Form ~~and~~10-Q tofor ~~engage~~the ~~Deloitte~~previously ~~was~~mentioned ~~approved~~fiscal byyears ~~the~~and ~~Audit~~as ~~Committee~~ of and for the ~~Board~~quarterly ofperiods ~~Directors~~ended ofSeptember ~~PMI~~30, on2014, ~~October~~June 2330, 2014 and ~~the~~March ~~Board~~31, of2014 ~~Directors~~should ofno ~~Prosper~~longer ~~Funding~~be onrelied ~~October~~upon ~~23,~~and ~~2014.~~should be restated due to the following errors:

~~BPM~~1) ~~served~~Restricted ascash ~~the~~and ~~independent~~an ~~registered~~associated ~~public~~liability ~~accounting~~for ~~firm~~such cash held on behalf of investors was previously not recorded on PMI’s ~~and~~consolidated ~~Prosper~~balance ~~Funding~~sheets ~~solely~~of ~~for~~approximately ~~the~~$36 ~~fiscal~~million ~~year~~and ~~ended~~$18 million as of December 31, 2013. ~~OUM~~and &2012, Corespectively. Restricted ~~L.L.P.~~cash ~~(“OUM”)~~and ~~served~~an asassociated ~~the~~liability ~~independent~~for ~~registered~~such ~~public~~cash ~~accounting~~held ~~firm~~on behalf of ~~PMI~~investors ~~and~~was ~~Prosper~~previously ~~Funding~~not ~~for~~recorded ~~the~~on ~~fiscal~~PFL’s ~~year~~consolidated ~~ended~~balance sheets of approximately $36 million as of December 31, ~~2012.~~2013;

~~None~~2) ofAs ~~the~~convertible ~~reports~~preferred ofstockholders ~~OUM~~are onentitled ~~the~~to ~~consolidated~~receive ~~financial~~liquidation ~~statements~~preference ~~for~~upon ~~PMI~~a ~~and~~change ~~Prosper~~in ~~Funding~~control ~~for~~transaction, the ~~fiscal~~Convertible ~~year~~Preferred ~~ended~~Stock ~~December~~should ~~31,~~have ~~2012~~been orclassified ~~the~~as ~~reports~~temporary ofequity. We ~~BPM~~expect on the ~~consolidated~~classification ~~financial~~error ~~statements~~between ~~for~~permanent ~~PMI~~ and ~~Prosper~~temporary ~~Funding~~stockholders’ ~~for~~equity ~~the~~on ~~most~~PMI’s ~~recent~~consolidated ~~fiscal~~balance ~~year~~sheets ~~ended~~to ~~December~~be ~~31,~~approximately ~~2013~~$45 ormillion ~~any~~and ~~subsequent~~$80 ~~interim~~million ~~periods~~as ~~contain an adverse opinion or a disclaimer~~ of ~~opinion~~December 31, ~~nor~~2013 ~~were such reports of OUM~~ and ~~BPM qualified or modified as to uncertainty~~2012, ~~audit scope or accounting principles.~~respectively;

~~During~~3) ~~PMI’s~~Various ~~and~~other ~~Prosper~~corrections ~~Funding~~in the Company’s ~~two~~consolidated ~~most~~statements ~~recent~~cash ~~fiscal~~flows. ~~years~~Changes ~~ended~~in ~~December~~certain ~~31,~~Restricted ~~2012,~~Cash ~~with~~balances ~~respect~~related to ~~OUM,~~investing ~~and~~activities ~~2013~~totaling ~~and~~approximately ~~the~~$7 ~~subsequent~~million ~~interim~~were ~~periods~~inappropriately ~~through~~classified ~~the~~as ~~date~~changes ofin ~~dismissal,~~cash ~~with~~flows ~~respect~~from tooperating ~~BPM,~~activities ~~there~~rather ~~were~~than nochanges ~~disagreements~~in ~~with~~cash ~~OUM~~flows orfrom ~~BPM~~investing onactivities for ~~any~~the ~~matters~~year ofended ~~accounting~~December ~~principles~~31, 2013. ~~or practices~~Additionally, ~~financial~~cash ~~statement~~flows ~~disclosure~~from orthe ~~auditing~~principal ~~scope~~payments orand ~~procedure,~~proceeds ~~which,~~from ifsale ~~not~~related ~~resolved~~ to ~~the~~Borrower ~~satisfaction~~Loans held for sale of ~~OUM~~approximately or$3 ~~BPM,~~million aswere ~~applicable,~~inappropriately ~~would~~classified ~~have~~within ~~caused~~cash ~~them~~flows tofrom ~~make~~investing ~~reference~~activities torather ~~the~~than ~~subject~~cash ~~matter~~flows offrom ~~the~~operating ~~disagreements~~activities for inthe ~~connection~~year ~~with~~ended ~~their~~December ~~reports~~31, 2013. onFinally, ~~the~~approximately ~~financial~~$16 ~~statements~~million ~~for~~and ~~those~~$9 ~~periods.~~million ~~For~~of the ~~years~~change ~~ended~~in ~~December~~fair ~~31,~~value ~~2012~~of ~~and~~Borrower ~~2013,~~Loans and ~~through~~Notes ~~the~~was ~~date~~inappropriately ofreflected ~~this~~as ~~Form~~a ~~8-K~~cash flow from investing and financing activities, ~~there~~rather ~~were~~than noan ~~“reportable~~adjustment ~~events”~~to asreconcile ~~that~~net ~~term~~income isto ~~described~~net cash used in ~~Item~~operating ~~304(a)(1)(v)~~activities offor ~~Regulation~~the ~~S-K~~years ended December 31, 2013 and 2012, respectively.

~~During~~As ~~the~~part ~~two~~of ~~most recent fiscal years ended December 31, 2012 and 2013 and through~~ the ~~date~~restatement ~~of this Form 8-K~~process, ~~neither PMI, Prosper Funding, nor anyone acting on their behalf, consulted with Deloitte with respect to~~ the ~~application~~Company ofis ~~accounting~~continuing ~~principles~~ to aassess ~~specified transaction, either completed or proposed, or~~ the ~~type~~estimated ofadjustments ~~audit~~identified ~~opinion~~above ~~that~~and ~~would~~will ~~have~~assess ~~been rendered on PMI’s or Prosper Funding’s consolidated financial statements, or~~ any ~~matters~~other ~~that~~potential ~~were~~items ~~either~~for ~~the~~correction ~~subject of a disagreement (~~as ~~that~~needed. The ~~term~~Company is ~~used~~working indiligently ~~Item~~to ~~304(a)(1)(iv)~~complete ~~of Regulation S-K and~~ the ~~related~~restatement ~~instructions to Item 304~~ of ~~Regulation~~the ~~S-K)~~relevant orfinancial astatements ~~reportable~~and ~~event (as described in Item 304(a)(1)(v) of Regulation S-K). Prior~~ to ~~PMI’s~~file ~~and~~the corrected ~~Prosper~~financial ~~Funding’s engagement of Deloitte~~statements, ~~Deloitte~~as ~~did not provide PMI or Prosper Funding~~ appropriate, with ~~either~~the ~~written~~Securities orand ~~oral~~Exchange ~~advice~~Commission ~~that~~as ~~was~~soon ~~an important factor considered by either PMI or Prosper Funding in reaching a decision to dismiss BPM~~ as ~~its independent registered public accounting firm~~practicable.

~~PMI~~The ~~and~~Audit ~~Prosper~~Committee ~~Funding~~and ~~provided~~the ~~BPM~~PFL ~~with~~Board ahave ~~copy~~discussed of the ~~foregoing~~matters ~~disclosures~~disclosed onin this Form 8-K ~~and~~pursuant ~~requested~~to ~~that~~this ~~BPM~~Item ~~furnish PMI and Prosper Funding with~~ 4.02(a) ~~letter addressed to the Securities Exchange Commission stating whether it agrees~~ with the ~~above~~Company’s ~~statements~~predecessor ~~as they relate to BPM,~~ and ifsuccessor ~~not,~~independent ~~stating~~registered ~~the~~public ~~respects~~accounting ~~in which it does not agree~~firms. ~~PMI and Prosper Funding have received the requested letter from BPM stating that it does agree, and a copy of the letter is filed as Exhibit 16.1 to this Form 8-K.~~

Exhibit		Description of Document
No.
16.1		Letter of Burr Pilger Mayer, Inc. to the Securities and Exchange Commission, dated October 23, 2014

In the quarter ended September 30, 2014, management previously disclosed a determination that the Company has a material weakness in its internal control over financial reporting. As a result of such material weakness, management determined that its disclosure controls and procedures were not effective as of September 30, 2014. Management will update its assessment of its internal control over financial reporting and of its disclosure controls and procedures as of December 31, 2014 in the Form 10-K for the year ended December 31, 2014.

SIGNATURE

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

	Prosper Marketplace, Inc.
Date: October 28, 2014	By	/s/ Sachin Adarkar
Date: April 3, 2015	By	/s/ Sachin Adarkar
		Sachin Adarkar
		General Counsel & Secretary

	Prosper Funding LLC
Date: October 28, 2014	By	/s/ Sachin Adarkar
Date: April 3, 2015	By	/s/ Sachin Adarkar
		Sachin Adarkar
		Secretary

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