Form SC 13D/A LendingClub Corp Filed by: Shanda Media LTD

 

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The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the Reporting Persons on May 23, 2016 (the “Original Schedule 13D”), as amended by that Amendment No. 1 to the Original Schedule 13D (“Amendment No. 1” and, collectively with Amendment No. 2 and the Original Schedule 13D, the “Schedule 13D”) filed by the Reporting Persons on June 20, 2016.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

Premium Lead Company Limited has changed its name to Shanda Investment Group Limited. References to “Premium Lead Company Limited”, a “Reporting Person” or “Reporting Persons” in the Schedule 13D shall thereafter mean or include Shanda Investment Group Limited.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The aggregate purchase price for the 61,739,270 shares of Common Stock (the “Shares”) beneficially owned by the Reporting Persons was $295,336,572, inclusive of (i) commissions paid and (ii) with respect to Shares beneficially owned through options that have been exercised, the exercise price of such options, plus the premiums paid for call options (to the extent such options were call options) less the premiums received for put options (to the extent such options were put options). Such purchase price was funded through internally generated funds of the Reporting Persons.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a), (b)

Shanda Asset Management Holdings Limited holds 61,739,270 shares of Common Stock, representing approximately 14.9% of the outstanding shares of Common Stock of the Issuer. The foregoing percentage is calculated based on 414,869,736 shares of Common Stock outstanding as of October 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 8, 2017.

Mr. Chen, through his ownership of Shanda Media Limited, may be deemed to share voting and dispositive power over the Shares beneficially owned by Shanda Media Limited. Shanda Media Limited, through its ownership of Shanda Investment Group Limited, may be deemed to share voting and dispositive power over the Shares beneficially owned by Shanda Investment Group Limited. Shanda Investment Group Limited, through its ownership of Shanda Technology Overseas Capital Company Limited, may be deemed to share voting and dispositive power over the Shares 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 Shares 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 to the Original Schedule 13D owns beneficially any Common Stock of the Issuer.

(c)          Exhibit 3 sets forth information with respect to each purchase and sale of securities effectuated by Shanda Asset Management Holdings Limited during the past sixty days, inclusive of any transactions effected through 4 pm, New York City time, on December 8, 2017. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. Other than as set forth on Exhibit 3, there were no other transactions by the Reporting Persons during the past 60 days.

(d)          Not applicable.

(e)          Not applicable.

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Transactions in the Securities of the Issuer During the Past 60 Days

 

Nature of Transaction	Amount of Securities Purchased	Price Per Share($)	Date of Purchase
SHANDA ASSET MANAGEMENT HOLDINGS LIMITED
Purchase of Common Stock	1,500,000	3.8098*	12/07/17
Purchase of Common Stock	2,500,000	3.7917**	12/07/17

 

 

 

 

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^* This transaction was executed in multiple trades at prices ranging from $3.795 to $3.81. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

 

^** This transaction was executed in multiple trades at prices ranging from $3.705 to $3.80. The price reported above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.