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Dn-153040 Filed Pursuant to Rule 424(B)(3

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Dn-153040 Filed Pursuant to Rule 424(B)(3 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-147019 $500,000,000 Borrower Payment Dependent Notes This is a public offering to lender members of Prosper Marketplace, Inc., or Prosper, of up to $500,000,000 in principal amount of Borrower Payment Dependent Notes, or “Notes.” 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.” All listings on our platform are posted by individual consumer borrower members of Prosper requesting individual consumer loans, which we refer to as “borrower loans.” Important terms of the Notes include the following, each of which is described in detail in this prospectus: Our obligation to make payments on a Note will be limited to an amount equal to the lender member’s pro rata share of amounts we receive with respect to the corresponding borrower loan for that Note, net of any servicing fees. We do not guarantee payment of the Notes or the corresponding borrower loans. The Notes are special, limited obligations of Prosper only and are not obligations of the borrowers under the corresponding borrower loans. The Notes will bear interest from the date of issuance, have a fixed rate, be payable monthly and have an initial maturity of three years from issuance, which we may change from time to time. A lender member’s recourse will be extremely limited in the event that borrower information is inaccurate for any reason. We will offer Notes to our lender members at 100% of their principal amount. The Notes will be offered only through our website, and there will be no underwriters or underwriting discounts. The Notes will be issued in electronic form only and will not be listed on any securities exchange. The Notes will not be transferable except through the Folio Investing Note Trader platform, or the “Note Trader Platform,” operated and maintained by FOLIOfn Investments, Inc., a registered broker-dealer. There can be no assurance, however, that a market for Notes will develop on the Note Trader platform. Therefore, lender members must be prepared to hold their Notes to maturity. This offering is highly speculative and the Notes involve a high degree of risk. Investing in the Notes should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” on page 17. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 13, 2009 dn-153040 TABLE OF CONTENTS ABOUT THIS PROSPECTUS............................................................................................................................................ ii WHERE YOU CAN FIND MORE INFORMATION .......................................................................................................... ii PROSPECTUS SUMMARY............................................................................................................................................... 1 THE OFFERING ................................................................................................................................................................ 4 QUESTIONS AND ANSWERS.......................................................................................................................................... 8 RISK FACTORS ................................................................................................................................................................ 17 RISKS RELATED TO BORROWER DEFAULT ............................................................................................................... 17 RISKS INHERENT IN INVESTING IN THE NOTES........................................................................................................ 24 RISKS RELATED TO PROSPER, OUR PLATFORM AND OUR ABILITY TO SERVICE THE NOTES ......................... 26 RISKS RELATING TO COMPLIANCE AND REGULATION .......................................................................................... 32 FORWARD-LOOKING STATEMENTS............................................................................................................................ 35 USE OF PROCEEDS.......................................................................................................................................................... 36 PLAN OF DISTRIBUTION................................................................................................................................................ 36 FINANCIAL SUITABILITY REQUIREMENTS................................................................................................................ 36 ABOUT THE PLATFORM ................................................................................................................................................ 37 SUMMARY OF MATERIAL AGREEMENTS................................................................................................................... 57 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ................................................................................... 66 BUSINESS ......................................................................................................................................................................... 71 GOVERNMENT REGULATION....................................................................................................................................... 76 MANAGEMENT................................................................................................................................................................ 79 EXECUTIVE COMPENSATION....................................................................................................................................... 84 TRANSACTIONS WITH RELATED PERSONS ............................................................................................................... 86 PRINCIPAL SECURITYHOLDERS .................................................................................................................................. 88 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 91 OPERATIONS ................................................................................................................................................................... LEGAL MATTERS............................................................................................................................................................ 106 EXPERTS .......................................................................................................................................................................... 106 INDEX TO FINANCIAL STATEMENTS .......................................................................................................................... F-1 i dn-153040 ABOUT THIS PROSPECTUS This prospectus describes our offering of our Borrower Payment Dependent Notes, or “Notes.” This prospectus is part of a registration statement filed with the Securities and Exchange Commission, which we refer to as the “SEC.” This prospectus, and the registration statement of which it forms a part, speak only as of the date of this prospectus. We will supplement this registration statement from time to time as described below. Unless the context otherwise requires, we use the terms “Prosper,” “the Company,” “our company,” “we,” “us” and “our” in this prospectus to refer to Prosper Marketplace, Inc., a Delaware corporation. Following the date of this prospectus, we plan to offer Notes continuously, and we expect that listings and sales of Notes will occur on a daily basis through the operation of our platform. Prior to posting borrower loan listings on our platform, we will file a prospectus supplement with the SEC containing all of the information set forth in the borrower listing. After the prospectus supplement is filed with the SEC and posted on our website, we will post the borrower loan listing on our platform and offer to sell a series of Notes dependent for payment on payments we receive on that listed borrower loan. No later than two business days after the date an auction closes and a series of Notes is sold, we will file a prospectus supplement with the SEC describing the aggregate principal balance, all borrower loan information set forth on the bidding page for that series of Notes in tabular form, the bidding history, the maturity date and final interest rate. These prospectus supplements, which we refer to as “listing and sales reports,” will provide information about the series of Notes offered for sale on our website that will correspond to the information contained in the corresponding borrower loan listing for that series of Notes. Except for the initial listing and sales reports, for which no previous Notes sales will have occurred, as described above each listing and sale report may also set forth the final terms of each series of Notes sold on our platform. We will prepare prospectus supplements to update this prospectus for other purposes, such as to disclose changes to the terms of our offering of the Notes, provide quarterly updates of our financial and other information included in this prospectus and disclose other
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