0001144204-16-080361.txt : 20160210 0001144204-16-080361.hdr.sgml : 20160210 20160210160114 ACCESSION NUMBER: 0001144204-16-080361 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160210 DATE AS OF CHANGE: 20160210 GROUP MEMBERS: NINO NIKOLA MARAKOVIC GROUP MEMBERS: SAPPHIRE VENTURES (GPE) I, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: On Deck Capital, Inc. CENTRAL INDEX KEY: 0001420811 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 421709682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88459 FILM NUMBER: 161405698 BUSINESS ADDRESS: STREET 1: 1400 BROADWAY STREET 2: 25TH FLOOR CITY: New York STATE: ny ZIP: 10018 BUSINESS PHONE: 888-269-4246 MAIL ADDRESS: STREET 1: 1400 BROADWAY STREET 2: 25TH FLOOR CITY: New York STATE: ny ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: On Deck Capital Inc DATE OF NAME CHANGE: 20071210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sapphire Ventures Fund I, L.P. CENTRAL INDEX KEY: 0001503585 IRS NUMBER: 273408194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3408 HILLVIEW AVENUE STREET 2: BLDG 5 CITY: PALO ALTO STATE: CA ZIP: 94034 BUSINESS PHONE: 650.849.3950 MAIL ADDRESS: STREET 1: 3408 HILLVIEW AVENUE STREET 2: BLDG 5 CITY: PALO ALTO STATE: CA ZIP: 94034 FORMER COMPANY: FORMER CONFORMED NAME: SAP Ventures Fund I, L.P. DATE OF NAME CHANGE: 20101014 SC 13G/A 1 v431134_sc13ga.htm SC 13G/A

 

     
  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

On Deck Capital, Inc.

(Name of Issuer)

 

COMMON STOCK, $0.005 PAR VALUE PER SHARE

(Title of Class of Securities)

 

682163100

(CUSIP Number)

 

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)

  

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No.  682163100
 
  1.

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

 

Sapphire Ventures Fund I, L.P.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3.

SEC Use Only

 

 
  4.

Citizenship or Place of Organization

Delaware

     

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power*

5,686,354

 
6.

Shared Voting Power*

0

 
7.

Sole Dispositive Power*

5,686,354

 
8.

Shared Dispositive Power*

0

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

5,686,354

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)*

8.1%

 
  12.

Type of Reporting Person (See Instructions)

PN

 

* See Item 4 below.
   

 

 

Page 2 of 7

 

 

 CUSIP No.  682163100
 
  1.

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

 

Sapphire Ventures (GPE) I, L.L.C.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3.

SEC Use Only

 

 
  4.

Citizenship or Place of Organization

Delaware

     

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power*

5,686,354

 
6.

Shared Voting Power*

0

 
7.

Sole Dispositive Power*

5,686,354

 
8.

Shared Dispositive Power*

0

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

5,686,354

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)*

8.1%

 
  12.

Type of Reporting Person (See Instructions)

OO

 

* See Item 4 below.

 

Page 3 of 7

 

 

 CUSIP No.  682163100
 
  1.

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

 

Nino Nikola Marakovic

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3.

SEC Use Only

 

 
  4.

Citizenship or Place of Organization

United States

     

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power*

5,686,354

 
6.

Shared Voting Power*

0

 
7.

Sole Dispositive Power*

5,686,354

 
8.

Shared Dispositive Power*

0

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

5,686,354

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11.

Percent of Class Represented by Amount in Row (9)*

8.1%

 
  12.

Type of Reporting Person (See Instructions)

IN

 

* See Item 4 below.

 

Page 4 of 7

 

 

Item 1.
 

  (a)

Name of Issuer

 

On Deck Capital, Inc. (the “Issuer”)

  (b)

Address of Issuer’s Principal Executive Offices

 

1400 Broadway, 25th Floor

New York, NY 10018

 

Item 2.

 

  (a)

Name of Person(s) Filing

 

This statement is being filed by Sapphire Ventures Fund I, L.P. (“Fund I”); Sapphire Ventures (GPE) I, L.L.C. (“Sapphire GP”), which is the general partner of Fund I; and Nino Nikola Marakovic (“Marakovic”), who is a managing member of Sapphire GP. The persons named in this paragraph are referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”.

  (b)

Address

 

The address of the principal business office of the Reporting Persons is 3408 Hillview Avenue, Bldg. 5, Palo Alto, CA 94304.

  (c)

Citizenship

 

Fund I is a limited partnership organized under the laws of the State of Delaware. Sapphire GP is a limited liability company organized under the laws of the State of Delaware. Marakovic is an individual who is a citizen of the United States.

  (d)

Title of Class of Securities

 

Common Stock, $0.005 par value per share (the “Common Stock”)


 
(e)

CUSIP Number

 

682163100

       

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable  

 

Item 4. Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)Amount beneficially owned:

 

Fund I is the record holder and beneficially owns 5,686,354 shares of Common Stock .

 

As the general partner of Fund I, Sapphire GP may be deemed to beneficially own the 5,686,354 shares of Common Stock beneficially owned by Fund I.

 

In his capacity as a managing member of Sapphire GP, Marakovic may be deemed to beneficially own the 5,686,354 shares beneficially owned by Fund I. Marakovic specifically disclaims beneficial ownership of such shares and nothing contained in this report shall be deemed to be an admission to the contrary.

 

(b)Percent of class:

 

Fund I, Sapphire GP and Marakovic may be deemed to beneficially own 5,686,354 shares of Common Stock which represent 8.1% of the Common Stock of the Issuer. The percent of class was calculated based on 69,974,770 outstanding shares of Common Stock as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2015.

 

Page 5 of 7

 

 

(c)Number of shares as to which each person has:

 

Reporting Person  (i)   (ii)   (iii)   (iv) 
                 
Sapphire Ventures Fund I, L.P.   5,686,354    0    5,686,354    0 
Sapphire Ventures (GPE) I, L.L.C.   5,686,354    0    5,686,354    0 
Nino Nikola Marakovic   5,686,354    0    5,686,354    0 

 

  (i) Sole power to vote or direct the vote

 

  (ii) Shared power to vote or to direct the vote

 

  (iii) Sole power to dispose or to direct the disposition of

 

  (iv) Shared power to dispose or to direct the disposition of

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨.

 

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

See Item 2 and Item 4. Sapphire Ventures, LLC, the management company affiliate of Sapphire GP, is a registered investment adviser and acts as an investment adviser to certain private investment limited partnerships, including Fund I.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9. Notice of Dissolution of Group

 

Not applicable.

 

Item 10. Certification

 

Not applicable.

 

Page 6 of 7

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 8, 2016

 

           
  SAPPHIRE VENTURES FUND I, L.P.
     
  By:     Sapphire Ventures (GPE) I, L.L.C., its General Partner
       
      By:  

/s/ Dave Hartwig 

      Name:   Dave Hartwig
      Title:   Managing Member
       
      By:  

/s/ Jayendra Das 

      Name:   Jayendra Das
      Title:   Managing Member
   
  SAPPHIRE VENTURES (GPE) I, L.L.C.
       
      By:  

/s/ Dave Hartwig 

      Name:   Dave Hartwig
      Title:   Managing Member
       
      By:  

/s/ Jayendra Das 

      Name:   Jayendra Das
      Title:   Managing Member
   
  NINO NIKOLA MARAKOVIC
     
     

/s/ Nino Nikola Marakovic 

 

 

 

Page 7 of 7