18.  On February 27, 2015, LendingClub filed its annual report on Form 10-K for the  year ended December 31, 2014 (“2014 10-K”) with the SEC which provided the Company’s  annual financial results and position. The 2014 10-K was signed by Defendants Laplanche and  Dolan. The 2014 10-K contained signed certifications pursuant to the Sarbanes-Oxley Act of 2002  (“SOX”) by Defendants Laplanche and Dolan attesting to the accuracy of financial reporting, the  disclosure of any material changes to the Company’s internal control over financial reporting and  the disclosure of all fraud.   20.  The 2014 10-K stated that the Company had a detailed privacy policy which  complied with the Gramm-Leach-Bliley Act, stating in relevant part:  Privacy and Data Security Laws. The federal Gramm-Leach-Bliley Act  (GLBA) includes limitations on financial institutions’ disclosure of  nonpublic personal information about a consumer to nonaffiliated third  parties, in certain circumstances requires financial institutions to limit the  use and further disclosure of nonpublic personal information by  nonaffiliated third parties to whom they disclose such information and  requires financial institutions to disclose certain privacy policies and  practices with respect to information sharing with affiliated and  nonaffiliated entities as well as to safeguard personal customer  information. We have a detailed privacy policy, which complies with  GLBA and is accessible from every page of our website. We maintain  consumers’ personal information securely, and we do not sell, rent or  share such information with third parties for marketing purposes unless  previously agreed to by the consumer. In addition, we take measures to  safeguard the personal information of our borrowers and investors and  protect against unauthorized access to this information.  (Emphasis added.)   22.  The 2015 10-K stated the Company believed that all installment loans offered  through its marketplace featured a fixed rate that was “clearly” disclosed to the borrower and  which contained “no hidden fees,” stating in relevant part:  We believe that our marketplace provides the following benefits to  borrowers:  •  Access to Affordable Credit. Our innovative marketplace model,  online delivery and process automation enable us to offer borrowers  interest rates that are generally lower on average than the rates charged  by traditional banks, credit cards or installment loans.  •  Superior Borrower Experience. We offer a fast and easy-to-use online  application process and provide borrowers with access to live support  and online tools throughout the process and over the life of the loan.  •  Transparency and Fairness. The installment loans offered through  our marketplace feature a fixed rate that is clearly disclosed to the  borrower during the application process, with fixed monthly  payments, no hidden fees and the ability to prepay the balance at any  time without penalty. Small business lines of credit have rates based  upon the prime rate and allow borrowers to draw in increments,  reducing their interest cost. Our platform utilizes an automated,  rules-based engine for credit decisioning, which removes the human  bias associated with reviewing applications.   (Emphasis added.)   24.  On February 28, 2017, LendingClub filed its annual report on Form 10-K for the  year ended December 31, 2016 (“2016 10-K”) with the SEC which provided the Company’s  annual financial results and position. The 2016 10-K was signed by Defendants Sanborn and  Casey. The 2016 10-K contained signed SOX certifications by Defendants Sanborn and Casey  attesting to the accuracy of financial reporting, the disclosure of any material changes to the  Company’s internal control over financial reporting and the disclosure of all fraud.   26.  The 2016 10-K stated that the Company had a detailed privacy policy which  complied with the Gramm-Leach-Bliley Act, stating in relevant part:  Privacy and Data Security Laws. The federal Gramm-Leach-Bliley Act  (GLBA) includes limitations on financial institutions’ disclosure of  nonpublic personal information about a consumer to nonaffiliated third  parties, in certain circumstances requires financial institutions to limit the  use and further disclosure of nonpublic personal information by  nonaffiliated third parties to whom they disclose such information, and  requires financial institutions to disclose certain privacy policies and  practices with respect to information sharing with affiliated and  nonaffiliated entities as well as to safeguard personal customer  information. We have a detailed privacy policy, which complies with  GLBA and is accessible from every page of our website. We maintain  consumers’ personal information securely, and only share such  information with third parties for marketing purposes in accordance with  our privacy policy and with the consent of the consumer. In addition, we  take measures to safeguard the personal information of our borrowers and  investors and protect against unauthorized access to this information.  (Emphasis added.)   27.  On February 22, 2018, LendingClub filed its annual report on Form 10-K for the  year ended December 31, 2017 (“2017 10-K”) with the SEC which provided the Company’s  annual financial results and position. The 2017 10-K was signed by Defendants Sanborn and  Casey. The 2017 10-K contained signed SOX certifications by Defendants Sanborn and Casey  attesting to the accuracy of financial reporting, the disclosure of any material changes to the  Company’s internal control over financial reporting and the disclosure of all fraud.   29.  The statements referenced in ¶¶18-28 above were materially false and/or misleading  because they misrepresented and failed to disclose the following adverse facts pertaining to the  Company’s business, operational and financial results, which were known to Defendants or  recklessly disregarded by them. Specifically, Defendants made false and/or misleading statements  and/or failed to disclose that: (1) LendingClub falsely promised consumers they would receive a  loan with “no hidden fees”; (2) LendingClub’s privacy policy did not comply with the Gramm- Leach-Bliley Act; (3) consequently, the foregoing conduct would subject LendingClub’s business  practices to heightened regulatory scrutiny by the Federal Trade Commission (“FTC”); and (4) as a  result, Defendants’ public statements were materially false and misleading at all relevant times.   The Truth Emerges   35.  The members of the Class are so numerous that joinder of all members is  impracticable. Throughout the Class Period, LendingClub securities were actively traded on the  NYSE. While the exact number of Class members is unknown to Plaintiff at this time and can be  ascertained only through appropriate discovery, Plaintiff believes that there are hundreds or  thousands of members in the proposed Class. Record owners and other members of the Class may  be identified from records maintained by the Company or its transfer agent and may be notified of  the pendency of this action by mail, using the form of notice similar to that customarily used in  securities class actions.   36.  Plaintiff’s claims are typical of the claims of the members of the Class as all  members of the Class are similarly affected by Defendants’ wrongful conduct in violation of federal  law that is complained of herein.   37.  Plaintiff will fairly and adequately protect the interests of the members of the Class  and has retained counsel competent and experienced in class and securities litigation. Plaintiff has  no interests antagonistic to or in conflict with those of the Class.   39.  A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the  damages suffered by individual Class members may be relatively small, the expense and burden of  individual litigation make it impossible for members of the Class to individually redress the wrongs  done to them. There will be no difficulty in the management of this action as a class action.   40.  Plaintiff will rely, in part, upon the presumption of reliance established by the fraud- on-the-market doctrine in that:  •  Defendants made public misrepresentations or failed to disclose material facts during  the Class Period;  •  the omissions and misrepresentations were material;  •  LendingClub securities are traded in efficient markets;  •  the Company’s securities were liquid and traded with moderate to heavy volume  during the Class Period;  •  the Company traded on the NYSE, and was covered by multiple analysts;  •  the misrepresentations and omissions alleged would tend to induce a reasonable  investor to misjudge the value of the Company’s securities; and  •  Plaintiff and members of the Class purchased and/or sold LendingClub securities  between the time the Defendants failed to disclose or misrepresented material facts  and the time the true facts were disclosed, without knowledge of the omitted or  misrepresented facts.   42.  Alternatively, Plaintiff and the members of the Class are entitled to the presumption  of reliance established by the Supreme Court in Affiliated Ute Citizens of the State of Utah v. United  States, 406 U.S. 128, 92 S. Ct. 2430 (1972), as Defendants omitted material information in their  Class Period statements in violation of a duty to disclose such information, as detailed above.  43.  Plaintiff repeats and realleges each and every allegation contained above as if fully  set forth herein.   44.  This Count is asserted against the Company and the Individual Defendants and is  based upon Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated  thereunder by the SEC.   45.   During the Class Period, the Company and the Individual Defendants, individually  and in concert, directly or indirectly, disseminated or approved the false statements specified above,  which they knew or deliberately disregarded were misleading in that they contained  misrepresentations and failed to disclose material facts necessary in order to make the statements  made, in light of the circumstances under which they were made, not misleading.   46.  The Company and the Individual Defendants violated §10(b) of the 1934 Act and  Rule 10b-5 in that they:    employed devices, schemes and artifices to defraud;    made untrue statements of material facts or omitted to state material facts necessary  in order to make the statements made, in light of the circumstances under which they  were made, not misleading; or    engaged in acts, practices and a course of business that operated as a fraud or deceit  upon plaintiff and others similarly situated in connection with their purchases of  LendingClub securities during the Class Period.   47. The Privacy Rule, which implements Sections 501-503 of the  [Gramm-Leach-Bliley] Act, 15 U.S.C. §§ 6801-6803, was promulgated by  the Federal Trade Commission on May 24, 2000, and became effective on  July 1, 2001. 16 C.F.R. Part 313. Since the enactment of the Dodd-Frank  Act on July 21, 2010, the Consumer Financial Protection Bureau  (“CFPB”) became responsible for implementing the Privacy Rule, and  promulgated the Privacy of Consumer Financial Information, Regulation  P, 12 C.F.R. Part 1016 (“Reg. P”), which became effective on October 28,  2014. Defendant’s conduct is governed by the Privacy Rule prior to  October 28, 2014, and by Reg. P after that date. The GLB Act authorizes  both the CFPB and the Federal Trade Commission to enforce Reg. P. 15  48.   Individual Defendants, who are the senior officers and/or directors of the Company,  had actual knowledge of the material omissions and/or the falsity of the material statements set forth  above, and intended to deceive Plaintiff and the other members of the Class, or, in the alternative,  acted with reckless disregard for the truth when they failed to ascertain and disclose the true facts in  the statements made by them or other personnel of the Company to members of the investing  public, including Plaintiff and the Class.   49.  As a result of the foregoing, the market price of LendingClub securities was  artificially inflated during the Class Period. In ignorance of the falsity of the Company’s and the  Individual Defendants’ statements, Plaintiff and the other members of the Class relied on the  statements described above and/or the integrity of the market price of LendingClub securities during  the Class Period in purchasing LendingClub securities at prices that were artificially inflated as a  result of the Company’s and the Individual Defendants’ false and misleading statements.   50.  Had Plaintiff and the other members of the Class been aware that the market price of  LendingClub securities had been artificially and falsely inflated by the Company’s and the  Individual Defendants’ misleading statements and by the material adverse information which the  Company’s and the Individual Defendants did not disclose, they would not have purchased  LendingClub securities at the artificially inflated prices that they did, or at all.   51.   As a result of the wrongful conduct alleged herein, Plaintiff and other members of  the Class have suffered damages in an amount to be established at trial.   53.  Plaintiff repeats and realleges each and every allegation contained in the foregoing  paragraphs as if fully set forth herein.   54.  During the Class Period, the Individual Defendants participated in the operation and  management of the Company, and conducted and participated, directly and indirectly, in the  conduct of the Company’s business affairs. Because of their senior positions, they knew the adverse  non-public information regarding the Company’s business practices.   55.  As officers and/or directors of a publicly owned company, the Individual Defendants  had a duty to disseminate accurate and truthful information with respect to the Company’s financial  condition and results of operations, and to correct promptly any public statements issued by the  Company which had become materially false or misleading.   56.  Because of their positions of control and authority as senior officers, the Individual  Defendants were able to, and did, control the contents of the various reports, press releases and  public filings which the Company disseminated in the marketplace during the Class Period.  Throughout the Class Period, the Individual Defendants exercised their power and authority to  cause the Company to engage in the wrongful acts complained of herein. The Individual Defendants  therefore, were “controlling persons” of the Company within the meaning of Section 20(a) of the  Exchange Act. In this capacity, they participated in the unlawful conduct alleged which artificially  inflated the market price of LendingClub securities.   58.  By reason of the above conduct, the Individual Defendants are liable pursuant to  Section 20(a) of the Exchange Act for the violations committed by the Company.  Materially False and Misleading Statements   Violation of Section 10(b) of The Exchange Act and Rule 10b-5  Against All Defendants   Violation of Section 20(a) of The Exchange Act  Against The Individual Defendants   