Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

LendingClub Corporation

(Name of Issuer)

Common Stock, $0.10 Par Value Per Share

(Title of Class of Securities)

52603A109

(CUSIP Number)

Li Han

Group General Counsel

8 Stevens Road, Singapore 257819

Telephone: (+65) 6361 0971

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 11, 2016

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ¨

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No.  52603A109

 

1.		Name of Reporting Person.   Tianqiao Chen
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or Place of Organization   The Peoples Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power   0
				8.		Shared Voting Power   44,747,830 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   44,747,830 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   44,747,830 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)   11.7% (2)
14.		Type of Reporting Person (See Instructions)   IN

 

(1)	Includes 15,699,900 shares of Common Stock underlying certain call options exercisable within 60 days of the date of this Schedule 13D.

(2)	Calculated based on 381,621,026 shares of Common Stock that were outstanding as of April 29, 2016 as set forth in the issuers quarterly report on Form 10-Q for the quarterly period ended March 31, 2016.

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CUSIP No.  52603A109

 

1.		Name of Reporting Person.   Shanda Media Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or Place of Organization   British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power   0
				8.		Shared Voting Power   44,747,830 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   44,747,830 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   44,747,830 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)   11.7% (2)
14.		Type of Reporting Person (See Instructions)   CO, HC

 

(1)	Includes 15,699,900 shares of Common Stock underlying certain call options exercisable within 60 days of the date of this Schedule 13D.

(2)	Calculated based on 381,621,026 shares of Common Stock that were outstanding as of April 29, 2016 as set forth in the issuers quarterly report on Form 10-Q for the quarterly period ended March 31, 2016.

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CUSIP No.  52603A109

 

1.		Name of Reporting Person.   Premium Lead Company Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or Place of Organization   British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power   0
				8.		Shared Voting Power   44,747,830 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   44,747,830 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   44,747,830 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)   11.7% (2)
14.		Type of Reporting Person (See Instructions)   CO, HC

 

(1)	Includes 15,699,900 shares of Common Stock underlying certain call options exercisable within 60 days of the date of this Schedule 13D.

(2)	Calculated based on 381,621,026 shares of Common Stock that were outstanding as of April 29, 2016 as set forth in the issuers quarterly report on Form 10-Q for the quarterly period ended March 31, 2016.

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CUSIP No.  52603A109

 

1.		Name of Reporting Person.   Shanda Technology Overseas Capital Company Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or Place of Organization   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power   0
				8.		Shared Voting Power   44,747,830 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   44,747,830 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   44,747,830 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)   11.7% (2)
14.		Type of Reporting Person (See Instructions)   CO, HC

 

(1)	Includes 15,699,900 shares of Common Stock underlying certain call options exercisable within 60 days of the date of this Schedule 13D.

(2)	Calculated based on 381,621,026 shares of Common Stock that were outstanding as of April 29, 2016 as set forth in the issuers quarterly report on Form 10-Q for the quarterly period ended March 31, 2016.

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CUSIP No.  52603A109

 

1.		Name of Reporting Person.   Shanda Asset Management Holdings Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.		Citizenship or Place of Organization   British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power   0
				8.		Shared Voting Power   44,747,830 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   44,747,830 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   44,747,830 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.		Percent of Class Represented by Amount in Row (11)   11.7% (2)
14.		Type of Reporting Person (See Instructions)   CO, HC

 

(1)	Includes 15,699,900 shares of Common Stock underlying certain call options exercisable within 60 days of the date of this Schedule 13D.

(2)	Calculated based on 381,621,026 shares of Common Stock that were outstanding as of April 29, 2016 as set forth in the issuers quarterly report on Form 10-Q for the quarterly period ended March 31, 2016.

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Item 1. Security and Issuer

The class of equity securities to which this Schedule 13D relates is the Common Stock, $0.10 par value per share (the Common Stock), of LendingClub Corporation, a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 71 Stevenson Street, Suite 300, San Francisco California.

Item 2. Identity and Background

This Schedule 13D is jointly filed on behalf of Tianqiao Chen (Mr. Chen), Shanda Media Limited, Premium Lead Company Limited, Shanda Technology Overseas Capital Company Limited and Shanda Asset Management Holdings Limited (collectively, the Reporting Persons and each a Reporting Person). Mr. Chen is a citizen of the Peoples Republic of China (the PRC) who holds 100% of the outstanding and issued shares of Shanda Media Limited. Shanda Media Limited owns 70% of all outstanding and issued shares of Premium Lead Company Limited which is the sole shareholder of Shanda Technology Overseas Capital Company Limited. Shanda Technology Overseas Capital Company Limited owns 100% of the outstanding and issued shares of Shanda Asset Management Holdings Limited who directly holds the Securities (as defined below).

The business address or principal office of each Reporting Person is located at 8 Stevens Road, Singapore 257819. Mr. Chen currently serves as the Chairman and Chief Executive Office of Shanda Group, a Singapore-based private investment group. Each of the other Reporting Persons is a private investment holding company affiliated with Shanda Group. Shanda Technology Overseas Capital Company Limited is incorporated under the laws of the Cayman Islands. Each of Shanda Media Limited, Premium Lead Company Limited and Shanda Asset Management Holdings Limited is incorporated under the laws of the British Virgin Islands.

The name, business address, present principal occupation and citizenship of each director and executive officer of each of the Reporting Persons (other than Mr. Chen) is set forth on Schedule A.

During the last five years, none of the Reporting Persons, and to the best of their knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The aggregate purchase price for 29,047,930 shares of Common Stock (the Shares) beneficially owned by the Reporting Persons was $148,696,231, inclusive of commissions paid, and the aggregate purchase price for the call options to purchase an aggregate of 15,699,900 shares of Common Stock beneficially owned by the Reporting Persons (the shares subject to such call options, the Option Shares, together with the Shares, the Securities) was $11,193,134, inclusive of commissions paid. Such purchase price was funded through internally generated funds of the Shanda Group.

Item 4. Purpose of Transaction

Shanda Asset Management Holdings Limited acquired the Securities to which this statement relates because it believed that they represented an attractive investment opportunity.

The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and, depending upon the price and availability of the Issuer securities, subsequent developments affecting the Issuer, the business prospects of the Issuer, general stock market, industry and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing their investment in the Issuer at anytime (including in the immediate future) or entering into hedging, derivative or other transactions with respect to the Common Stock or other securities of the Issuer. As part of this ongoing review, the Reporting Persons may seek to engage in discussions with the Board of Directors of the Issuer, the management and/or other stockholders of the Issuer concerning the business, operations, corporate governance or future plans of the Issuer, may engage legal and financial advisors to assist them in such review, and may evaluate strategic alternatives that may become available in the future.

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Except as set forth in this Schedule 13D and in connection with the Transaction described above, none of the Reporting Persons currently has any plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

The information set forth in Items 2, 3 and 4 herein is incorporated herein by reference.

(a) (b)

Shanda Asset Management Holdings Limited holds 44,747,830 shares of Common Stock (including the Option Shares underlying certain call options described above), representing approximately 11.7% of the outstanding shares of Common Stock of the Issuer. The foregoing percentage is calculated based on 381,621,026 shares of Common Stock of the Issuer outstanding as of April 29, 2016. Such amounts exclude 9,300,000 shares of Common Stock subject to put options (the Put Option Shares) sold by the Reporting Persons as described on Exhibit 2 hereto. The Reporting Persons disclaim beneficial ownership of the Put Option Shares.

Mr. Chen, through his ownership of Shanda Media Limited, may be deemed to share voting and dispositive power over the Securities beneficially owned by Shanda Media Limited. Shanda Media Limited, through its ownership of Premium Lead Company Limited, may be deemed to share voting and dispositive power over the Securities beneficially owned by Premium Lead Company Limited. Premium Lead Company Limited, through its ownership of Shanda Technology Overseas Capital Company Limited, may be deemed to share voting and dispositive power over the Securities beneficially owned by Shanda Technology Overseas Capital Company Limited. Shanda Technology Overseas Capital Company Limited, through its ownership of Shanda Asset Management Holdings Limited, may be deemed to share voting and dispositive power over the Securities directly held by Shanda Asset Management Holdings Limited.

Except as set forth in Item 5(a), none of the Reporting Persons, and, to the best of their knowledge, any persons named in Schedule A hereto owns beneficially any Common Stock of the Issuer.

(c) Set forth on Exhibit 2 hereto are all transactions in the securities of the Issuer effected during the past sixty days by the Reporting Persons, inclusive of any transactions effected through 9:00 a.m., New York City time, on May 23, 2016.

(d) Inapplicable.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information provided in Items 2, 3 and 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 1: Joint Filing Agreement of the Reporting Persons.

Exhibit 2: Transactions in the Securities effected in the past 60 days.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 23, 2016

 

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SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF EACH REPORTING PERSON (OTHER THAN MR. CHEN)

The name, business address, citizenship, present principal occupation of each of the directors of each Reporting Person (other than Mr. Chen), are set forth in the tables below. The business address of each director is located at 8 Stevens Road, Singapore 257819. Each occupation set forth opposite an individuals name in the following tables refers to employment with Shanda Group. None of the Reporting Persons (other than Mr. Chen) has any executive officers.

SHANDA MEDIA LIMITED

 

Name and Citizenship		Present Principal Occupation
Director
Tianqiao Chen, PRC		Chairman and Chief Executive Officer

PREMIUM LEAD COMPANY LIMITED

 

Name and Citizenship		Present Principal Occupation
Directors
Tianqiao Chen, PRC		Chairman and Chief Executive Officer
Chrissy Qian Qian Luo, Singapore		Vice Chairman

SHANDA TECHNOLOGY OVERSEAS CAPITAL LIMITED

 

Name and Citizenship		Present Principal Occupation
Directors
Tianqiao Chen, PRC		Chairman and Chief Executive Officer
Hongji Chen, PRC		Retired
Zaihua Shu, PRC		Retired

SHANDA ASSET MANAGEMENT HOLDINGS LIMITED

 

Name and Citizenship		Present Principal Occupation
Directors
Tianqiao Chen, PRC		Chairman and Chief Executive Officer
Hongji Chen, PRC		Retired
Zaihua Shu, PRC		Retired