UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 910, 2014

Prosper Funding LLC Prosper Marketplace, Inc.

(Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)

45-4526070	73-1733867
(I.R.S. Employer Identification Number)	(I.R.S. Employer Identification Number)

Delaware		333-179941		45-4526070
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware

101 Second Street, 15th Floor San Francisco, CA		94105
(Address of principal executive offices)		(Zip Code)

(State or other jurisdiction of incorporation or organization)

~~Registrant's telephone number, including area code: (415) 593-5400~~6199

(Primary Standard Industrial Classification Code Number)

101 Second Street, 15th Floor

San Francisco, CA 94105

(415) 593-5400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Registrant’s telephone number, including area code: (415) 593-5400

Not applicable.

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~January~~March 910, 2014, ~~Prosper~~the ~~Funding~~board ~~LLC~~of ~~("PFL")~~directors ~~and~~of ~~First~~each ~~Associates~~of ~~Loan~~Prosper ~~Servicing~~Marketplace, ~~LLC~~Inc. (~~"First Associates"~~“PMI”) ~~entered~~and ~~into~~Prosper aFunding ~~Backup~~LLC ~~Servicing~~(“Prosper ~~Agreement~~Funding”) ~~pursuant~~approved tonew ~~which,~~appointments ~~among other things, First Associates agreed~~ to ~~perform~~the ~~backup~~management ~~servicing~~teams ~~duties on behalf~~ of ~~PFL~~PMI and toProsper ~~serve~~Funding, asrespectively. These aappointments ~~successor~~became ~~servicer~~effective toon ~~PFL~~March if10, ~~requested to do so by the applicable controlling party~~2014.

~~Item~~On 1March 10, 2014, the boards of PMI and Prosper Funding, respectively, appointed Aaron Vermut, who previously served as President of PMI and Prosper Funding, to the position of Chief Executive Officer of PMI and Prosper Funding.02 Mr. ~~Termination~~Vermut, age 41, is also one of Prosper Funding’s directors. Prior to joining PMI in April 2013, Mr. Vermut served as Managing Director, Head of Prime Services at Wells Fargo Prime Services, LLC (formerly Merlin Securities, LLC). Mr. Vermut founded and served as Managing Partner and a ~~Material~~director ~~Definitive~~of ~~Agreement~~Merlin Securities, LLC until it was acquired by Wells Fargo Securities in 2012. Mr. Vermut served as Principal of New Enterprise Associates from July 2000 to October 2003. Prior to that, Mr. Vermut served as Senior Consultant of Cambridge Technology Partners from 1995 to 1998. Mr. Vermut has an M.B.A. in Finance from The Wharton School, University of Pennsylvania and a B.A. in History and German Literature from Washington University in St. Louis. There were no changes to the compensation arrangements between PMI or Prosper Funding and Mr. Vermut in connection with the appointment.

OnIn ~~January~~connection ~~14,~~with ~~2014,~~Aaron ~~PFL~~Vermut’s ~~sent~~appointment ~~(i)~~as ~~notice~~Chief toExecutive ~~CSC~~Officer ~~Logic~~of PMI and Prosper Funding, ~~Inc~~Stephen P. ~~("CSC")~~Vermut, ~~that~~who ~~the~~previously ~~Back-up~~served ~~Processing~~as ~~Agreement~~Chief ~~(the~~Executive ~~"Existing~~Officer ~~Backup~~of ~~Agreement")~~PMI ~~between~~and ~~the~~Prosper ~~parties~~Funding, ~~entered~~has ~~into~~been onappointed ~~November~~by 21the boards of PMI and Prosper Funding, ~~2012~~respectively, ~~would~~to ~~terminate~~the onrole ~~February~~of ~~20,~~Executive ~~2014~~Chairman of PMI and ~~(ii)~~Prosper ~~the~~Funding. ~~early~~Mr. ~~termination~~Vermut, ~~payment~~age ~~required~~67, ~~under~~is ~~the~~also ~~terms~~one of ~~the~~PMI ~~agreement~~and Prosper Funding’s directors. ~~Pursuant~~ Prior to ~~the~~joining ~~Existing~~PMI ~~Backup~~in ~~Agreement~~January 2013, ~~among~~Mr. ~~other~~Vermut ~~things~~served as Managing Director, ~~CSC~~Head ~~agreed~~of toPrime ~~perform~~Services ~~backup~~at ~~servicing~~Wells ~~duties~~Fargo onPrime ~~behalf~~Services, ofLLC ~~PFL~~(formerly Merlin Securities, LLC). ~~Under~~ ~~the~~Mr. ~~terms~~Vermut founded and served as Chairman of the ~~Existing~~Board, ~~Backup~~Chief ~~Agreement,~~Executive ~~PFL~~Officer isand ~~required~~Managing toPartner ~~provide~~of ~~CSC~~Merlin ~~with~~Securities, atLLC ~~least~~until ~~thirty~~it ~~(30)~~was ~~days'~~acquired ~~notice~~by ofWells ~~termination~~Fargo Securities in 2012. In ~~addition,~~Mr. ~~PFL~~Vermut isserved ~~required~~as toPresident ~~pay~~and ~~CSC~~Chief anExecutive ~~early~~Officer ~~termination~~of ~~payment~~Montgomery/Bank inof anAmerica ~~amount~~Prime ~~equal~~Brokerage from 1995 to ~~the~~2003. ~~product~~Prior ofto (that, Mr. Vermut was a) ~~the~~Partner ~~average~~of ~~amount~~Furman ~~invoiced~~Selz ~~monthly~~in byNew ~~CSC~~York toand ~~PFL~~Managing ~~pursuant~~Director toof the ~~Existing~~Prime ~~Backup~~Brokerage ~~Agreement,~~Division ~~calculated~~of ~~over~~Furman ~~the~~Selz. ~~four~~Mr. ~~months~~Vermut ~~preceding~~has ~~such~~over ~~notice~~35 years of ~~early~~Wall ~~termination~~Street experience, ~~multiplied~~which byincludes ~~(b)~~11 ~~the~~years ~~number~~in ofinstitutional ~~months~~sales ~~(not~~at toL.F. ~~exceed~~Rothschild ~~twelve~~& ~~(12))~~Co. ~~otherwise~~Mr. ~~remaining~~Vermut ~~between~~received ~~the~~a ~~date~~B.S. ofin ~~termination~~Business ~~and~~Administration ~~the~~from ~~end~~Babson ofCollege.. ~~the~~There ~~term. PFL~~were ~~desires~~no changes to ~~terminate~~ the ~~Existing~~compensation ~~Backup~~arrangements ~~Agreement~~between ~~because~~PMI itor ~~has~~Prosper ~~retained~~Funding ~~First~~and ~~Associates~~Mr. toVermut ~~serve~~in asconnection ~~its~~with ~~backup~~the ~~servicer~~appointment.

In connection with the foregoing appointments, the boards of PMI and Prosper Funding, respectively, also appointed Ronald Suber to the role of President of PMI and Prosper Funding. Ronald Suber, age 49, is also one of Prosper Funding’s directors. Mr. Suber served as PMI’s Head of Global Institutional Sales and Prosper Funding’s Vice President prior to his appointment as President. Prior to joining PMI in January 2013, Mr. Suber served as Managing Director at Wells Fargo Prime Services, LLC (formerly Merlin Securities, LLC). Mr. Suber served as Head of Global Sales and Marketing, Senior Partner and Director of Merlin Securities, LLC from April 2008 until it was acquired by Wells Fargo Securities in 2012. Mr. Suber served as President of Spectrum Global Fund Administration from July 2006 to April 2008. Mr. Suber was with Bear Stearns from July 1992 to June 2006, where he most recently served as Senior Managing Director. Prior to that, Mr. Suber was Correspondent Clearing Sales at Pershing from June 1986 to June 1991. Mr. Suber received a B.A. in Economics from University of California, Berkeley. There were no changes to the compensation arrangements between PMI or Prosper Funding and Mr. Suber in connection with the appointment.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~registrants ~~has~~have duly caused this report to be signed on ~~its~~their behalf by the undersigned hereunto duly authorized.

	Prosper Funding LLC
	Prosper Marketplace, Inc.
Date: January 15, 2014	By	/s/ Sachin Adarkar
Date: March 14, 2014	By	/s/ Sachin Adarkar
		Sachin Adarkar
		Secretary
		General Counsel & Secretary

	Prosper Funding LLC

Date: March 14, 2014	By	/s/ Sachin Adarkar
		Sachin Adarkar
		Secretary

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