Table of Contents Page ABOUT THIS PROSPECTUS ii WHERE YOU CAN FIND MORE INFORMATION ii PROSPECTUS SUMMARY 1 THE OFFERING 3 QUESTIONS AND ANSWERS 7 RISK FACTORS 11 RISKS RELATING TO THE NOTES AND THE CORRESPONDING MEMBER LOANS ON WHICH THE NOTES ARE DEPENDENT 11 RISKS RELATED TO LENDING CLUB AND THE LENDING CLUB PLATFORM 16 RISKS RELATING TO COMPLIANCE AND REGULATION 24 FORWARD-LOOKING STATEMENTS 28 ABOUT THE LOAN PLATFORM 29 ABOUT LENDING CLUB 62 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 62 BUSINESS 74 GOVERNMENT REGULATION 78 MANAGEMENT 83 EXECUTIVE COMPENSATION 86 TRANSACTIONS WITH RELATED PERSONS 91 PRINCIPAL SECURITYHOLDERS 92 LEGAL MATTERS 93 EXPERTS 93 EXHIBIT 3.1 EXHIBIT 3.2 EXHIBIT 4.2 EXHIBIT 4.3 EXHIBIT 10.5 EXHIBIT 10.6 EXHIBIT 10.7 EXHIBIT 23.1 Table of Contents