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Prosper Marketplace, Inc. (Exact Name of Registrant As Specified in Its Charter)

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Prosper Marketplace, Inc. (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-147019 Prosper Marketplace, Inc. (Exact name of registrant as specified in its charter) Delaware 73-1733867 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) 111 Sutter Street, 22nd Floor San Francisco, CA 94104 94104 (Address of principal executive offices) (Zip Code) (415) 593-5400 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered None None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ As of March 31, 2010 there were 4,457,067 shares of the registrant’s common stock outstanding. PROSPER MARKETPLACE, INC. TABLE OF CONTENTS ITEM Page PART I ITEM 1 Business 1 ITEM 1A Risk Factors 37 ITEM 1B Unresolved Staff Comments 58 ITEM 2 Properties 58 ITEM 3 Legal Proceedings 58 ITEM 4 Reserved 58 PART II ITEM 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 59 ITEM 6 Selected Financial Data 59 ITEM 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 60 ITEM 7A Quantitative and Qualitative Disclosures About Market Risk 72 ITEM 8 Financial Statements and Supplementary Data 72 ITEM 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 72 ITEM 9A Controls and Procedures 72 ITEM 9B Other Information 72 PART III ITEM 10 Directors, Executive Officers and Corporate Governance 73 ITEM 11 Executive Compensation 78 ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 82 ITEM 13 Certain Relationships and Related Transactions, and Director Independence 86 ITEM 14 Principal Accountant Fees and Services 89 PART IV ITEM 15 Exhibits, Financial Statement Schedules 90 SIGNATURES S-1 EXHIBIT INDEX Exhibit 3.1 Exhibit 31.1 Exhbit 31.2 Exhibit 32.1 Table of Contents This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “intend,” “anticipate,” “plan,” “continue” or similar expressions. In particular, information appearing under “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated: · the performance of the Notes, which are special, limited obligations that are not secured, guaranteed or insured; · our ability to make payments on the Notes, including in the event that borrowers fail to make payments on the Notes; · the reliability of the information about borrowers that is supplied by borrowers; · our ability to service the loans, and the ability of Prosper or a third party debt collector to pursue collection against any borrower, including in the event of fraud or identity theft; · credit risks posed by the credit worthiness of borrowers, the lack of a maximum debt-to-income ratio for borrowers, and the effectiveness of Prosper’s credit rating systems; · actions by some borrowers to defraud lender members and risks associated with identity theft; · our limited operational history and lack of significant historical performance data about borrower performance; · the impact of current economic conditions on the performance of the Notes and loss rates of the Notes; · payments by borrowers on the loans in light of the facts that the loans do not impose restrictions on borrowers, and that the interest rates on the loans are determined by an auction process and not directly by the creditworthiness of the borrower or prevailing interest rates; · our compliance with applicable local, state and federal law, including the Investment Advisers Act of 1940, the Investment Company Act of 1940 and other laws; · the application of federal and state bankruptcy and insolvency laws to borrowers and to Prosper; · the impact of borrower defaults and prepayments on the return on the Notes; · the lack of a public trading market for the Notes and the ability to resell the Notes on the Note Trader platform; · the federal income tax treatment of an investment in the Notes; · the resolution of pending litigation involving Prosper, including any state or federal securities litigation; and · our ability to compete successfully in the peer-to-peer and consumer lending industry. There may be other factors that may cause our actual results to differ materially from the forward-looking statements. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them does, what impact they will have on our results of operations and financial condition. You should carefully read the factors described in the “Risk Factors” section of this Annual Report on Form 10-K for a description of certain risks that could, among other things, cause our actual results to differ from these forward-looking statements. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are expressly qualified in their entirety by the cautionary statements included in this Annual Report on Form 10-K. We undertake no obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, other than as required by law. Table of Contents PART I Item 1. Business ABOUT THE PLATFORM Overview Our platform enables our borrower members to borrow money and our lender members to purchase Notes issued by Prosper, the proceeds of which facilitate the funding of specific loans made to borrowers. Our platform also allows for the formation of community groups and allows our borrower members to participate on our platform as a member of a group. Prosper borrower members do not need to join a group in order to request borrower loans on our platform. Online peer-to-peer lending is a new approach to consumer finance. Peer-to-peer lending uses an Internet-based network to connect borrower and lender members. Our platform generally provides transactional services for the online network, including screening borrowers for borrowing eligibility and facilitating payments. Our platform allows borrower members and lender members to connect with each other using a combination of financial and social criteria. Online peer-to- peer lending also entails significantly lower operating costs compared to traditional banking and commercial finance institutions because there are no physical branches and related infrastructure.
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