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): ~~March~~October 1023, 2014

Prosper Funding LLC Prosper Marketplace, Inc.

Prosper Funding LLC	Prosper Marketplace, Inc.
(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)

(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

(State or other jurisdiction of incorporation or organization)

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 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

On ~~March~~October 1023, 2014, Burr Pilger Mayer, Inc. (“BPM”) the ~~board~~independent ofregistered ~~directors~~public ofaccounting ~~each~~firm of Prosper Marketplace, Inc., a Delaware corporation (“PMI”) and Prosper Funding LLC, a Delaware limited liability company (“Prosper Funding”), ~~approved~~was ~~new~~dismissed ~~appointments~~by toeach ~~the~~of ~~management~~PMI ~~teams~~and Prosper Funding. Also, on October 23, 2014, each of PMI and Prosper Funding, ~~respectively~~engaged Deloitte & Touche LLP (“Deloitte”) as its independent registered public accounting firm. ~~These~~ ~~appointments~~PMI’s ~~became~~and ~~effective~~Prosper Funding’s decision to dismiss BPM and to engage Deloitte was approved by the Audit Committee of the Board of Directors of PMI on ~~March~~October 1023, 2014 and the Board of Directors of Prosper Funding on October 23, 2014.

OnBPM ~~March 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~~independent ofregistered ~~Chief~~public ~~Executive~~accounting ~~Officer~~firm of PMI and Prosper Funding. ~~Mr.~~solely ~~Vermut,~~for ~~age~~the ~~41,~~fiscal isyear ~~also~~ended ~~one~~December ~~of Prosper Funding’s directors. Prior to joining PMI in April 2013~~31, Mr2013. ~~Vermut~~OUM ~~served~~& ~~as Managing Director, Head of Prime Services at Wells Fargo Prime Services, LLC (formerly Merlin Securities, LLC)~~Co. MrL. ~~Vermut founded and served as Managing Partner and a director of Merlin Securities, LLC until it was acquired by Wells Fargo Securities in 2012~~L. MrP. ~~Vermut~~(“OUM”) served as ~~Principal~~the ofindependent ~~New~~registered ~~Enterprise~~public ~~Associates~~accounting ~~from~~firm ~~July 2000 to October 2003. Prior to that, Mr. Vermut served as Senior Consultant~~ of ~~Cambridge~~PMI ~~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~~for ~~Mr.~~the ~~Vermut~~fiscal inyear ~~connection~~ended ~~with~~December ~~the~~31, ~~appointment~~2012.

InNone ~~connection~~of ~~with~~the ~~Aaron~~reports ~~Vermut’s appointment as Chief Executive Officer~~ of ~~PMI~~OUM ~~and~~on ~~Prosper~~the ~~Funding,~~consolidated ~~Stephen~~financial P.statements ~~Vermut,~~for ~~who previously served as Chief Executive Officer of~~ PMI and Prosper Funding, ~~has~~for ~~been appointed by~~ the ~~boards~~fiscal ofyear ~~PMI~~ended ~~and~~December ~~Prosper Funding~~31, ~~respectively,~~2012 toor the ~~role~~reports of ~~Executive~~BPM ~~Chairman~~on ofthe ~~PMI~~consolidated ~~and~~financial ~~Prosper~~statements ~~Funding.~~for ~~Mr. Vermut, age 67, is also one of~~ PMI and Prosper Funding’s ~~directors.~~for ~~Prior~~the tomost ~~joining~~recent ~~PMI~~fiscal inyear ~~January~~ended ~~2013,~~December ~~Mr. Vermut served as Managing Director~~31, ~~Head~~2013 ofor ~~Prime~~any ~~Services~~subsequent atinterim ~~Wells~~periods ~~Fargo~~contain ~~Prime~~an ~~Services,~~adverse ~~LLC~~opinion ~~(formerly~~or ~~Merlin~~a ~~Securities,~~disclaimer ~~LLC). Mr. Vermut founded and served as Chairman~~ of ~~the Board~~opinion, ~~Chief~~nor ~~Executive~~were ~~Officer~~such ~~and~~reports ~~Managing Partner~~ of ~~Merlin~~OUM ~~Securities,~~and ~~LLC~~BPM ~~until~~qualified itor ~~was~~modified ~~acquired by Wells Fargo Securities in 2012. Mr. Vermut served~~ as ~~President and Chief Executive Officer of Montgomery/Bank of America Prime Brokerage from 1995~~ to ~~2003. Prior to that~~uncertainty, ~~Mr.~~audit ~~Vermut~~scope was a Partner of Furman Selz in New York and Managing Director of the Prime Brokerage Division of Furman Selz. Mr. Vermut has over 35 years of Wall Street experience, which includes 11 years in institutional sales at L.F. Rothschild & Co. Mr. Vermut received a B.S. in Business Administration from Babson College.. There were no changes to the compensation arrangements between PMI or ~~Prosper~~accounting ~~Funding and Mr~~principles. ~~Vermut in connection with the appointment.~~

InDuring ~~connection with the foregoing appointments, the boards of~~ PMI’s and Prosper Funding,’s ~~respectively,~~two ~~also~~most ~~appointed~~recent ~~Ronald~~fiscal ~~Suber~~years toended ~~the~~December ~~role of President of PMI and Prosper Funding. Ronald Suber~~31, ~~age 49~~2012, iswith ~~also~~respect ~~one~~to ofOUM, ~~Prosper~~and ~~Funding’s~~2013 ~~directors.~~and ~~Mr.~~the ~~Suber~~subsequent ~~served~~interim asperiods ~~PMI’s~~through ~~Head~~the date of ~~Global~~dismissal, ~~Institutional~~with ~~Sales~~respect ~~and~~to ~~Prosper~~BPM, ~~Funding’s~~there ~~Vice~~were ~~President~~no ~~prior~~disagreements towith ~~his~~OUM ~~appointment~~or asBPM ~~President.~~on ~~Prior~~any tomatters ~~joining~~of ~~PMI~~accounting inprinciples ~~January~~or ~~2013~~practices, ~~Mr.~~financial ~~Suber~~statement ~~served~~disclosure asor ~~Managing~~auditing ~~Director~~scope ator ~~Wells Fargo Prime Services~~procedure, ~~LLC (formerly Merlin Securities~~which, ~~LLC).~~if ~~Mr.~~not ~~Suber~~resolved ~~served~~to asthe ~~Head~~satisfaction of ~~Global~~OUM ~~Sales~~or ~~and Marketing~~BPM, ~~Senior~~as ~~Partner~~applicable, ~~and~~would ~~Director~~have ofcaused ~~Merlin~~them ~~Securities,~~to ~~LLC~~make ~~from~~reference ~~April~~to ~~2008~~the ~~until~~subject itmatter ~~was~~of ~~acquired~~the bydisagreements ~~Wells Fargo Securities~~ in ~~2012.~~connection ~~Mr.~~with ~~Suber~~their ~~served~~reports ason ~~President~~the offinancial ~~Spectrum~~statements ~~Global~~for ~~Fund~~those ~~Administration from July 2006 to April 2008~~periods. ~~Mr.~~For ~~Suber~~the ~~was~~years ~~with~~ended ~~Bear~~December ~~Stearns from July 1992 to June 2006~~31, ~~where~~2012 heand ~~most recently served as Senior Managing Director. Prior to that~~2013, ~~Mr.~~and ~~Suber~~through ~~was~~the ~~Correspondent~~date ~~Clearing~~of ~~Sales~~this atForm ~~Pershing from June 1986 to June 1991. Mr. Suber received a B.A. in Economics from University of California~~8-K, ~~Berkeley. There~~there were no ~~changes~~“reportable toevents” ~~the~~as ~~compensation~~that ~~arrangements~~term ~~between~~is ~~PMI~~described ~~or Prosper Funding and Mr. Suber~~ in ~~connection~~Item ~~with~~304(a)(1)(v) ~~the~~of ~~appointment~~Regulation S-K.

During the two most recent fiscal years ended December 31, 2012 and 2013 and through the date of this Form 8-K, neither PMI, Prosper Funding, nor anyone acting on their behalf, consulted with Deloitte with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on PMI’s or Prosper Funding’s consolidated financial statements, or any matters that were either the subject of a disagreement (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). Prior to PMI’s and Prosper Funding’s engagement of Deloitte, Deloitte did not provide PMI or Prosper Funding with either written or oral advice that was an important factor considered by either PMI or Prosper Funding in reaching a decision to dismiss BPM as its independent registered public accounting firm.

PMI and Prosper Funding provided BPM with a copy of the foregoing disclosures on this Form 8-K and requested that BPM furnish PMI and Prosper Funding with a letter addressed to the Securities Exchange Commission stating whether it agrees with the above statements as they relate to BPM, and if not, stating the respects in which it does not agree. PMI and Prosper Funding have received the requested letter from BPM stating that it does agree, and a copy of the letter is filed as Exhibit 16.1 to this Form 8-K.

Exhibit		Description of Document
No.
16.1		Letter of Burr Pilger Mayer, Inc. to the Securities and Exchange Commission, dated October 23, 2014

SIGNATURE

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

	Prosper Marketplace, Inc.
Date: March 14, 2014	By	/s/ Sachin Adarkar
Date: October 28, 2014	By	/s/ Sachin Adarkar
		Sachin Adarkar
		General Counsel & Secretary

	Prosper Funding LLC
Date: March 14, 2014	By	/s/ Sachin Adarkar
Date: October 28, 2014	By	/s/ Sachin Adarkar
		Sachin Adarkar
		Secretary

Filing Compare · Prosper Funding LLC