As filed with the Securities and Exchange Commission on August 2, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
LendingClub Corporation
(Exact name of registrant as specified in its charter)

Delaware51-0605731
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
595 Market St., Suite 200, San Francisco, California 94105
(Address of principal executive offices and zip code)
2014 Employee Stock Purchase Plan
(Full title of the plan)
Scott Sanborn
Chief Executive Officer
LendingClub Corporation
595 Market St., Suite 200
San Francisco, California 94105
(Name and address of agent for service)
(415) 930-7440
(Telephone number, including area code, of agent for service)
Copies to:
Brandon C. Parris
Jordan Cheng
Morrison & Foerster LLP LendingClub Corporation
425 Market Street595 Market Street, Suite 200
San Francisco, California 94105San Francisco, California 94105
(415) 268-7000
(415) 930-7440
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer xAccelerated filer¨
Non-accelerated filer ¨Smaller reporting company¨
Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨


EXPLANATORY NOTE

LendingClub Corporation (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register an aggregate of 1,197,460 additional shares of common stock under the Registrant’s 2014 Employee Stock Purchase Plan (the “ESPP”), pursuant to the provisions of the ESPP providing for an automatic increase in the number of shares reserved for issuance under the ESPP on January 1, 2024. This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which registration statements on Form S-8 relating to the ESPP set forth herein are effective.

Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registrant’s effective registration statement on Form S-8 with respect to the ESPP filed with Commission on December 2, 2014 (File No. 333-200676), September 15, 2016 (File No. 333-213647), May 5, 2017 (File No. 333-217731), August 17, 2018 (File No. 333-226899), July 2, 2019 (File No. 333-232518), November 9, 2020 (File No. 333-249973), April 30, 2021 (File No. 333-255688), May 12, 2022 (File No. 333-264892) and May 2, 2023 (File No. 333-271576), as further supplemented by the information set forth below.

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in this Part I will be delivered to the participants of the equity benefit plan covered by this Registration Statement as required by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be filed with the Commission as part of this Registration Statement.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.



Item 4.Description of Securities
Not applicable.

Item 5.Interests of Named Experts and Counsel
Not applicable.


Item 6.Indemnification of Officers and Directors
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

As permitted by the Delaware General Corporation Law, the Registrant’s restated certificate of incorporation contains provisions that eliminate the personal liability of its directors and officers for monetary damages for a breach of fiduciary duties as a director or officer, except liability:
•for any breach of the director’s or officer’s duty of loyalty to the Registrant or its stockholders;
•for acts or omissions by a director or officer not in good faith or that involve intentional misconduct or a knowing violation of law;
•by a director under Section 174 of the Delaware General Corporation Law (regarding unlawful payment of dividends and stock repurchases or redemptions);
•for any transaction from which the director or officer derived an improper personal benefit; or
•for an officer in any action or in the right of the Registrant.

As permitted by the Delaware General Corporation Law, the Registrant’s amended and restated bylaws also provide that:
•the Registrant is required to indemnify its directors and executive officers to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions;
•the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law;
•the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions; and
•the rights conferred in the amended and restated bylaws are not exclusive.

The Registrant entered into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding indemnification.

Item 7.Exemption From Registration Claimed
Not applicable.

Item 8.Exhibits
See the attached Exhibit Index on the page immediately following the signature pages hereto, which is incorporated herein by reference.

Item 9.Undertakings
(a)     The undersigned Registrant hereby undertakes:
(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;
(i)    to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)    to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20%


change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii)    to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2)    That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the bona fide offering thereof.
(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.



SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on August 2, 2024.


    LendingClub Corporation
    (Registrant)

By:/s/ Scott Sanborn
Scott Sanborn
Chief Executive Officer
                    
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of LendingClub Corporation, a Delaware corporation, do hereby constitute and appoint Scott Sanborn, Chief Executive Officer and Andrew LaBenne, Chief Financial Officer, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.



Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Scott Sanborn
Chief Executive Officer and Director
August 2, 2024
Scott Sanborn(Principal Executive Officer)
/s/ Andrew LaBenne
Chief Financial Officer
August 2, 2024
Andrew LaBenne
(Principal Financial Officer)
/s/ Fergal Stack
Corporate Controller
August 2, 2024
Fergal Stack(Principal Accounting Officer)
/s/ Syed Faiz Ahmad
Director
August 2, 2024
Syed Faiz Ahmad
/s/ Stephen CutlerDirectorAugust 2, 2024
Stephen Cutler
/s/ Allan Landon
Director
August 2, 2024
Allan Landon
/s/ Timothy J. Mayopoulos
Director
August 2, 2024
Timothy J. Mayopoulos
/s/ John C. Morris
Director
August 2, 2024
John C. Morris
/s/ Kathryn S. ReimannDirectorAugust 2, 2024
Kathryn S. Reimann
/s/ Erin Selleck
Director
August 2, 2024
Erin Selleck
/s/ Janey Whiteside
Director
August 2, 2024
Janey Whiteside
/s/ Michael Zeisser
Director
August 2, 2024
Michael Zeisser


EXHIBIT INDEX


0001409970LendingClub CorporationS-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure000140997012024-08-022024-08-0200014099702024-08-022024-08-02000140997012024-08-022024-08-02000140997042024-08-022024-08-02000140997032024-08-022024-08-02000140997022024-08-022024-08-02

Exhibit 107
Calculation of Filing Fee Tables

Form S-8
(Form Type)

LendingClub Corporation
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per ShareMaximum
Aggregate
Offering Price		Fee RateAmount of
Registration
Fee
EquityCommon Stock, $0.01 par value per share
Other(2)
1,197,460(3)
$
9.33(3)
$11,172,302 0.00014760 $1,649.04 
Total Offering Amounts$11,172,302 $1,649.04 
Total Fee Offsets$1,649.04 
Net Fee Due$0 
(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of LendingClub Corporation’s (the “Registrant”) common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
(2)    Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on July 29, 2024, multiplied by 85%. Pursuant to the 2014 Employee Stock Purchase Plan, the purchase price of the shares of the Registrant’s common stock to be issued thereunder will be 85% of the lower of the fair market value of the Registrant’s common stock on the first day of the offering period or on the last day of each purchase period.
(3)    Represents an automatic increase to the number of shares available for issuance under the Registrant’s 2014 Employee Stock Purchase Plan effective January 1, 2024.




Exhibit 107
Table 2: Fee Offset Claims and Sources

Registrant or Filer NameForm or Filing TypeFile NumberInitial Filing DateFiling DateFee Offset ClaimedSecurity Type Associated with Fee Offset ClaimedSecurity Title Associated with Fee Offset ClaimedUnsold Securities Associated with Fee Offset ClaimedUnsold Aggregate Offering Amount Associated with Fee Offset ClaimedFee Paid with Fee Offset Source
Rule 457(p)(4)
Fee Offset Claims
LendingClub Corp
S-3
333-
233190
August 9, 2019
$1,649.04
Other(5)
Other(5)
$15,459,840,464
Fee Offset Sources
LendingClub Corp
S-3
333-
233190
August 9, 2019
Other(5)
Other(5)
$1,649.04
Fee Offset Sources
LendingClub Corp
S-3
333-
218172
May 22, 2017
Other(5)
Other(5)
$0
Fee Offset Sources
LendingClub Corp
S-3
333-
198323
August 25, 2014
Other(5)
Other(5)
$0
(4)    Pursuant to Rule 457(p) under the Securities Act, the current registration fee, which is equal to $1,649.04, is fully offset by the unused registration fee of $1,728,274 (the “Available Registration Fee”) associated with unsold securities previously registered by the Registrant. The Registrant previously filed a registration statement on Form S-3ASR (File No. 333-233190) on August 9, 2019, a registration statement on Form S-3ASR (File No. 333-218172) on May 22, 2017, a registration statement on Form S-3ASR (File No. 333-198323) on August 25, 2014, and previously paid an aggregate of $2,400,650 in registration fees to list $21,474,409,764 in Member Payment Dependent Notes. $15,459,840,464 in Member Payment Dependent Notes were unsold when the registration statements described above expired. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under the Registration Statement from the Available Registration Fee, with $1,726,624.96 remaining to be applied to future offerings.
(5)    Security type and title are each Member Payment Dependent Notes.


Exhibit 5.1
mofoletterhead.jpg
August 2, 2024

Board of Directors
LendingClub Corporation
595 Market St., Suite 200
San Francisco, California 94105

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel to LendingClub Corporation, a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering of up to 1,197,460 shares (the “Shares”) of the Company’s common stock, $0.01 par value, all of which Shares may be issued pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “ESPP”).

As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the ESPP, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors or a duly authorized committee thereof and the ESPP, the Shares will be validly issued, fully paid and nonassessable.

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.

We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name wherever appearing in the Registration Statement and any amendments thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Morrison & Foerster LLP


Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 16, 2024 relating to the consolidated financial statements of LendingClub Corporation and the effectiveness of LendingClub Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of LendingClub Corporation for the year ended December 31, 2023.

/s/ DELOITTE & TOUCHE LLP

San Francisco, CA
August 2, 2024

v3.24.2.u1
Submission
Aug. 02, 2024
Submission [Line Items]  
Central Index Key 0001409970
Registrant Name LendingClub Corporation
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.24.2.u1
Offerings - Offering: 1
Aug. 02, 2024
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.01 par value per share
Amount Registered | shares 1,197,460
Proposed Maximum Offering Price per Unit 9.33
Maximum Aggregate Offering Price $ 11,172,302
Fee Rate 0.01476%
Amount of Registration Fee $ 1,649.04
Offering Note
(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of LendingClub Corporation’s (the “Registrant”) common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
(2)    Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on July 29, 2024, multiplied by 85%. Pursuant to the 2014 Employee Stock Purchase Plan, the purchase price of the shares of the Registrant’s common stock to be issued thereunder will be 85% of the lower of the fair market value of the Registrant’s common stock on the first day of the offering period or on the last day of each purchase period.
(3)    Represents an automatic increase to the number of shares available for issuance under the Registrant’s 2014 Employee Stock Purchase Plan effective January 1, 2024.
v3.24.2.u1
Offsets
Aug. 02, 2024
USD ($)
Offset: 1  
Offset Payment:  
Offset Claimed true
Rule 457(p) Offset true
Registrant or Filer Name LendingClub Corp
Form or Filing Type S-3
File Number 333-233190
Initial Filing Date Aug. 09, 2019
Fee Offset Claimed $ 1,649.04
Security Type Associated with Fee Offset Claimed Other
Security Title Associated with Fee Offset Claimed Other
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed $ 15,459,840,464
Offset Note Security type and title are each Member Payment Dependent Notes.
Termination / Withdrawal Statement Pursuant to Rule 457(p) under the Securities Act, the current registration fee, which is equal to $1,649.04, is fully offset by the unused registration fee of $1,728,274 (the “Available Registration Fee”) associated with unsold securities previously registered by the Registrant. The Registrant previously filed a registration statement on Form S-3ASR (File No. 333-233190) on August 9, 2019, a registration statement on Form S-3ASR (File No. 333-218172) on May 22, 2017, a registration statement on Form S-3ASR (File No. 333-198323) on August 25, 2014, and previously paid an aggregate of $2,400,650 in registration fees to list $21,474,409,764 in Member Payment Dependent Notes. $15,459,840,464 in Member Payment Dependent Notes were unsold when the registration statements described above expired. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under the Registration Statement from the Available Registration Fee, with $1,726,624.96 remaining to be applied to future offerings.
Offset: 2  
Offset Payment:  
Offset Claimed false
Rule 457(p) Offset true
Registrant or Filer Name LendingClub Corp
Form or Filing Type S-3
File Number 333-198323
Filing Date Aug. 25, 2014
Security Type Associated with Fee Offset Claimed Other
Security Title Associated with Fee Offset Claimed Other
Fee Paid with Fee Offset Source $ 0
Offset Note Security type and title are each Member Payment Dependent Notes.
Termination / Withdrawal Statement Pursuant to Rule 457(p) under the Securities Act, the current registration fee, which is equal to $1,649.04, is fully offset by the unused registration fee of $1,728,274 (the “Available Registration Fee”) associated with unsold securities previously registered by the Registrant. The Registrant previously filed a registration statement on Form S-3ASR (File No. 333-233190) on August 9, 2019, a registration statement on Form S-3ASR (File No. 333-218172) on May 22, 2017, a registration statement on Form S-3ASR (File No. 333-198323) on August 25, 2014, and previously paid an aggregate of $2,400,650 in registration fees to list $21,474,409,764 in Member Payment Dependent Notes. $15,459,840,464 in Member Payment Dependent Notes were unsold when the registration statements described above expired. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under the Registration Statement from the Available Registration Fee, with $1,726,624.96 remaining to be applied to future offerings.
Offset: 3  
Offset Payment:  
Offset Claimed false
Rule 457(p) Offset true
Registrant or Filer Name LendingClub Corp
Form or Filing Type S-3
File Number 333-218172
Filing Date May 22, 2017
Security Type Associated with Fee Offset Claimed Other
Security Title Associated with Fee Offset Claimed Other
Fee Paid with Fee Offset Source $ 0
Offset Note Security type and title are each Member Payment Dependent Notes.
Termination / Withdrawal Statement Pursuant to Rule 457(p) under the Securities Act, the current registration fee, which is equal to $1,649.04, is fully offset by the unused registration fee of $1,728,274 (the “Available Registration Fee”) associated with unsold securities previously registered by the Registrant. The Registrant previously filed a registration statement on Form S-3ASR (File No. 333-233190) on August 9, 2019, a registration statement on Form S-3ASR (File No. 333-218172) on May 22, 2017, a registration statement on Form S-3ASR (File No. 333-198323) on August 25, 2014, and previously paid an aggregate of $2,400,650 in registration fees to list $21,474,409,764 in Member Payment Dependent Notes. $15,459,840,464 in Member Payment Dependent Notes were unsold when the registration statements described above expired. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under the Registration Statement from the Available Registration Fee, with $1,726,624.96 remaining to be applied to future offerings.
Offset: 4  
Offset Payment:  
Offset Claimed false
Rule 457(p) Offset true
Registrant or Filer Name LendingClub Corp
Form or Filing Type S-3
File Number 333-233190
Filing Date Aug. 09, 2019
Security Type Associated with Fee Offset Claimed Other
Security Title Associated with Fee Offset Claimed Other
Fee Paid with Fee Offset Source $ 1,649.04
Offset Note Security type and title are each Member Payment Dependent Notes.
Termination / Withdrawal Statement Pursuant to Rule 457(p) under the Securities Act, the current registration fee, which is equal to $1,649.04, is fully offset by the unused registration fee of $1,728,274 (the “Available Registration Fee”) associated with unsold securities previously registered by the Registrant. The Registrant previously filed a registration statement on Form S-3ASR (File No. 333-233190) on August 9, 2019, a registration statement on Form S-3ASR (File No. 333-218172) on May 22, 2017, a registration statement on Form S-3ASR (File No. 333-198323) on August 25, 2014, and previously paid an aggregate of $2,400,650 in registration fees to list $21,474,409,764 in Member Payment Dependent Notes. $15,459,840,464 in Member Payment Dependent Notes were unsold when the registration statements described above expired. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under the Registration Statement from the Available Registration Fee, with $1,726,624.96 remaining to be applied to future offerings.
v3.24.2.u1
Fees Summary
Aug. 02, 2024
USD ($)
Fees Summary [Line Items]  
Total Offering $ 11,172,302
Total Fee Amount 1,649.04
Total Offset Amount 1,649.04
Net Fee $ 0
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