LaBenne Andrew 4

What Happened
Andrew LaBenne, CFO of LendingClub (LC), had restricted stock units (RSUs) vest and converted into common shares on May 25, 2026. The filing reports 25,961 shares acquired on conversion (three derivative/vesting entries of 12,274; 7,508; and 6,179 shares). To cover tax withholding obligations, 13,373 shares were withheld/treated as disposed at $15.63 per share, totaling $209,020. The RSU conversions are reported with a $0 exercise price (typical for RSU vesting).

Key Details

• Transaction date: May 25, 2026; Form 4 filed May 27, 2026 (filed two days after the event, which is within the typical 2-business-day reporting window).
• Shares converted (acquired): 25,961 (12,274 + 7,508 + 6,179) at $0.00 (RSU vesting/derivative conversion, code M).
• Shares withheld for taxes (disposed): 13,373 at $15.63 each, equal to $209,020 (code F — tax withholding).
• Net increase to LaBenne’s beneficial ownership from these transactions: 12,588 shares (25,961 acquired − 13,373 withheld), assuming no other concurrent transactions. The filing does not state his total post-transaction holdings.
• Relevant footnotes: F1 = each RSU converts to one share on vesting; F2 = withheld shares do not represent an open-market sale but cover tax obligations; F3 notes 6,000 shares held in each of two UTMA accounts for the reporting person’s children; F4–F7 describe the multi-year quarterly vesting schedule (initial 8.33% tranches on prior May 25 dates and continuing quarterly).

Context

• These entries reflect RSU vesting and net-share settlement for taxes (not an open-market sale). For RSU conversions, a $0 exercise price is normal; withholding shares to cover taxes is a routine administrative step and not necessarily a bearish signal.
• Transaction codes: M = exercise/conversion of derivative (here, RSU vesting into shares); F = shares withheld to satisfy tax withholding.
• Retail investors should view this as routine insider compensation vesting rather than an active buy or sell decision in the open market.