http://www.corp.ca.gov/ENF/pdf/p/ProsperMarketplace_CA.pdf
I gather this isn't related to the NASAA settlement...
BTW, is this vaguely worded or what...
5.
The Commissioner presented the question of whether issuance of a security is involved in the operation of Prosper’s lending platform, and Prosper offered its perspective to the Commissioner on this issue.
6.
After reviewing Prosper’s business and the operation of its lending platform, the Department of Corporations determined not to require Prosper to register under Title 4 of the California Corporations Code.
I read this to mean that before SEC's involvement, California's Dept of Corporations bought Prosper's view that Prosper wasn't issuing securities.
Subsequent findings of the SEC and NASAA said otherwise, of course (regarding Prosper 1.0). But I gather California isn't likely to revisit the issue.