Chen Tian Qiao 4
4 · LendingClub Corp · Filed Mar 23, 2020
Insider Transaction Report
Form 4
Chen Tian Qiao
10% Owner
Transactions
- Other
Common Stock
2020-03-20−19,562,881→ 0 total(indirect: See footnote) - Other
Mandatorily Convertible Non-Voting Preferred Stock, Series A
2020-03-20+195,628→ 195,628 total(indirect: See footnote)→ Common Stock (19,562,800 underlying)
Footnotes (5)
- [F1]On March 20, 2020, pursuant to the terms of the Exchange Agreement by and between Shanda Asset Management Holdings Limited ("SAMH") and LendingClub Corporation (the "Issuer"), SAMH exchanged all of the shares of common stock of the Issuer ("Common Stock"), par value $0.01 per share, beneficially owned by it for (i) 195,628 newly issued shares of Mandatorily Convertible Non-Voting Preferred Stock, Series A of the Issuer ("Series A Preferred Stock"), par value $0.01 per share, and (ii) a one-time cash payment of $50,203,332.77.
- [F2]The securities disclosed herein are directly held by SAMH. Mr. Tianqiao Chen is the sole shareholder of Shanda Media Limited. Shanda Media Limited owns 70% of all outstanding and issued shares of Shanda Global Investment Limited, which is the sole shareholder of Shanda Technology Overseas Capital Company Limited. Shanda Technology Overseas Capital Company Limited is the sole shareholder of Shanda Group USA Limited. Shanda Group USA Limited is the sole shareholder of SAMH. Therefore each of Mr. Tianqiao Chen, Shanda Media Limited, Shanda Global Investment Limited, Shanda Technology Overseas Capital Company Limited, Shanda Group USA Limited and SAMH may be deemed to be the beneficial owners of such securities.
- [F3]The Series A Preferred Stock is convertible into shares of Common Stock on a one-for-one-hundred basis.
- [F4]The Series A Preferred Stock is mandatorily convertible, when owned by a person other than SAMH or any affiliate.
- [F5]The conversion of the Series A Preferred Stock has no expiration date.