Prosper Marketplace Ca, Inc
THESE NOTES ARE ONLY BEING OFFERED AND SOLD TO LENDER MEMBERS WHO ARE RESIDENTS OF THE STATE OF CALIFORNIA AND WHO SATISFY THE FINANCIAL SUITABILITY REQUIREMENTS SET FORTH IN THIS PROSPECTUS. PROSPER MARKETPLACE CA, INC. $250,000,000 Prosper Borrower Payment Dependent Notes $250,000,000 Open Market Borrower Payment Dependent Notes This is a limited public offering being made to lender members of Prosper Marketplace CA, Inc., or Prosper, who are residents of the State of California, of up to $250,000,000 in principal amount of Prosper Borrower Payment Dependent Notes, or “Prosper Borrower Notes,” and up to $250,000,000 in principal amount of Open Market Borrower Payment Dependent Notes, or “Prosper Open Market Notes” issued by Prosper. The Prosper Borrower Notes and the Prosper Open Market Notes are collectively referred to as the “Notes” in this Prospectus. We will issue the Notes in a series, with each series of Notes dependent for payment on payments we receive on a specific borrower loan described in a listing posted on our peer-to-peer online credit auction platform, which we refer to as our “platform.” Two types of listings appear on our platform: (1) listings posted by individual consumer members of Prosper requesting individual consumer loans, which we refer to as “Prosper borrower loans,” and (2) listings posted by financial institutions registered with Prosper setting forth the terms of existing loans and retail installment sale contracts owned by the financial institutions and offered for sale to Prosper, which we refer to collectively as “open market loans.” The Prosper Borrower Notes are dependent for payment on Prosper borrower loans, and the Prosper Open Market Notes are dependent for payment on open market loans.
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