UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment No. )
On Deck Capital, Inc.
(Name of Issuer)
Common Stock, $0.005 par value per share
(Title of Class of Securities)
682163 10 0
(CUSIP Number)
December 31, 2014
(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 disclosures provided in a prior cover page. |
The information required on 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. 682163 10 0 | 13 G | Page 2 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS.
Institutional Venture Partners XIII, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x (1) | |||||
| 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
0 shares | ||||
| 6 | SHARED VOTING POWER
8,102,276 shares (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
8,102,276 shares (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,102,276 shares (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| (1) | This Schedule 13G is filed by Institutional Venture Partners XIII, L.P. (“IVP XIII”), Institutional Venture Management XIII, LLC (“IVM XIII”), Institutional Venture Partners XIV, L.P. (“IVP XIV”), Institutional Venture Management XIV, LLC (“IVM XIV”), Todd C. Chaffee (“Chaffee”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”), Jules A. Maltz (“Maltz”) and Dennis B. Phelps (“Phelps” together with IVP XIII, IVM XIII, IVP XIV, IVM XIV, Chaffee, Fogelsong, Harrick, Miller and Maltz, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 4,051,138 shares held by IVP XIII and (ii) 4,051,138 shares held by IVP XIV. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly. |
| (3) | This percentage set forth on the cover sheets are calculated based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Securities and Exchange Commission (the “Commission”) on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering. |
| CUSIP NO. 682163 10 0 | 13 G | Page 3 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS
Institutional Venture Management XIII, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x (1) | |||||
| 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
0 shares | ||||
| 6 | SHARED VOTING POWER
8,102,276 shares (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
8,102,276 shares (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,102,276 shares (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 4,051,138 shares held by IVP XIII and (ii) 4,051,138 shares held by IVP XIV. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly. |
| (3) | This percentage set forth on the cover sheets are calculated based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Commission on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering. |
| CUSIP NO. 682163 10 0 | 13 G | Page 4 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS.
Institutional Venture Partners XIV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x (1) | |||||
| 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
0 shares | ||||
| 6 | SHARED VOTING POWER
8,102,276 shares (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
8,102,276 shares (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,102,276 shares (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 4,051,138 shares held by IVP XIII and (ii) 4,051,138 shares held by IVP XIV. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly. |
| (3) | This percentage set forth on the cover sheets are calculated based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Commission on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering. |
| CUSIP NO. 682163 10 0 | 13 G | Page 5 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS
Institutional Venture Management XIV, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x (1) | |||||
| 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
0 shares | ||||
| 6 | SHARED VOTING POWER
8,102,276 shares (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
8,102,276 shares (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,102,276 shares (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
OO | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 4,051,138 shares held by IVP XIII and (ii) 4,051,138 shares held by IVP XIV. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly. |
| (3) | This percentage set forth on the cover sheets are calculated based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Commission on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering. |
| CUSIP NO. 682163 10 0 | 13 G | Page 6 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS
Todd C. Chaffee | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x (1) | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
8,102,276 shares (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
8,102,276 shares (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,102,276 shares (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 4,051,138 shares held by IVP XIII and (ii) 4,051,138 shares held by IVP XIV. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly. |
| (3) | This percentage set forth on the cover sheets are calculated based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Commission on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering. |
| CUSIP NO. 682163 10 0 | 13 G | Page 7 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS
Norman A. Fogelsong | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x (1) | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
8,102,276 shares (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
8,102,276 shares (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,102,276 shares (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 4,051,138 shares held by IVP XIII and (ii) 4,051,138 shares held by IVP XIV. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly. |
| (3) | This percentage set forth on the cover sheets are calculated based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Commission on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering. |
| CUSIP NO. 682163 10 0 | 13 G | Page 8 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS
Stephen J. Harrick | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x (1) | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
8,102,276 shares (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
8,102,276 shares (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,102,276 shares (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 4,051,138 shares held by IVP XIII and (ii) 4,051,138 shares held by IVP XIV. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly. |
| (3) | This percentage set forth on the cover sheets are calculated based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Commission on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering. |
| CUSIP NO. 682163 10 0 | 13 G | Page 9 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS
J. Sanford Miller | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x (1) | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
8,102,276 shares (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
8,102,276 shares (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,102,276 shares (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 4,051,138 shares held by IVP XIII and (ii) 4,051,138 shares held by IVP XIV. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly. |
| (3) | This percentage set forth on the cover sheets are calculated based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Commission on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering. |
| CUSIP NO. 682163 10 0 | 13 G | Page 10 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS
Jules A. Maltz | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x (1) | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
4,051,138 shares (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
4,051,138 shares (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,051,138 shares (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes 4,051,138 shares held by IVP XIV. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly. |
| (3) | This percentage set forth on the cover sheets are calculated based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Commission on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering. |
| CUSIP NO. 682163 10 0 | 13 G | Page 11 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS
Dennis B. Phelps | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x (1) | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
8,102,276 shares (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
8,102,276 shares (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,102,276 shares (2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| (4) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (5) | Includes (i) 4,051,138 shares held by IVP XIII and (ii) 4,051,138 shares held by IVP XIV. IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly. |
| (6) | This percentage set forth on the cover sheets are calculated based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Commission on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering. |
Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Commission in respect of shares of Common Stock, par value $0.005 per share (“Common Stock”), of On Deck Capital, Inc., a Delaware corporation (the “Issuer”).
Item 1
| (a) | Name of Issuer: | On Deck Capital, Inc. | ||
| (b) | Address of Issuer’s | |||
| Principal Executive Offices: | 1400 Broadway, 25th Floor | |||
| New York, New York 10018 | ||||
Item 2
| (a) | Name of Reporting Persons Filing: |
| 1. | Institutional Venture Partners XIII, L.P. (“IVP XIII”) |
| 2. | Institutional Venture Management XIII, LLC (“IVM XIII”) |
| 3. | Institutional Venture Partners XIV, L.P. (“IVP XIV”) |
| 4. | Institutional Venture Management XIV, LLC (“IVM XIV”) |
| 5. | Todd C. Chaffee (“Chaffee”) |
| 6. | Norman A. Fogelsong (“Fogelsong”) |
| 7. | Stephen J. Harrick (“Harrick”) |
| 8. | J. Sanford Miller (“Miller”) |
| 9. | Dennis B. Phelps (“Phelps”) |
| 10. | Jules A. Maltz (“Maltz”) |
| (b) | Address of Principal Business Office: | c/o Institutional Venture Partners | ||
| 3000 Sand Hill Road, Building 2, Suite 250 | ||||
| Menlo Park, California 94025 |
| (c) | Citizenship: |
| IVP XIII | Delaware | |||||||
| IVM XIII | Delaware | |||||||
| IVP XIV | Delaware | |||||||
| IVM XIV | Delaware | |||||||
| Chaffee | United States of America | |||||||
| Fogelsong | United States of America | |||||||
| Harrick | United States of America | |||||||
| Miller | United States of America | |||||||
| Phelps | United States of America | |||||||
| Maltz | United States of America |
| (d) | Title of Class of Securities: | Common Stock | ||
| (e) | CUSIP Number: | 682163 10 0 | ||
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| Item 3 | Not applicable. |
| Item 4 | Ownership. |
The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:
| Reporting Persons |
Shares Held Directly (1) |
Sole Voting Power (1) |
Shared Voting Power (1) |
Sole Dispositive Power (1) |
Shared Dispositive Power (1) |
Beneficial Ownership (1) |
Percentage of Class (1, 4) |
|||||||||||||||||||||
| IVP XIV |
4,051,138 | 0 | 8,102,276 | 0 | 8,102,276 | 8,102,276 | 12.0 | % | ||||||||||||||||||||
| IVM XIV (2) |
0 | 0 | 8,102,276 | 0 | 8,102,276 | 8,102,276 | 12.0 | % | ||||||||||||||||||||
| IVP XIII |
4,051,138 | 0 | 8,102,276 | 0 | 8,102,276 | 8,102,276 | 12.0 | % | ||||||||||||||||||||
| IVM XIII (2)(3) |
0 | 0 | 8,102,276 | 0 | 8,102,276 | 8,102,276 | 12.0 | % | ||||||||||||||||||||
| Chaffee (2)(3) |
0 | 0 | 8,102,276 | 0 | 8,102,276 | 8,102,276 | 12.0 | % | ||||||||||||||||||||
| Fogelsong (2)(3) |
0 | 0 | 8,102,276 | 0 | 8,102,276 | 8,102,276 | 12.0 | % | ||||||||||||||||||||
| Harrick (2)(3) |
0 | 0 | 8,102,276 | 0 | 8,102,276 | 8,102,276 | 12.0 | % | ||||||||||||||||||||
| Miller (2)(3) |
0 | 0 | 8,102,276 | 0 | 8,102,276 | 8,102,276 | 12.0 | % | ||||||||||||||||||||
| Phelps (2)(3) |
0 | 0 | 8,102,276 | 0 | 8,102,276 | 8,102,276 | 12.0 | % | ||||||||||||||||||||
| Maltz (2) |
0 | 0 | 4,051,138 | 0 | 4,051,138 | 4,051,138 | 6.0 | % | ||||||||||||||||||||
| (1) | Represents the number of shares of Common Stock held by IVP XIV and IVP XIII. |
| (2) | IVM XIV serves as the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV, and may be deemed to own beneficially the shares held by IVP XIV. The Managing Directors own no securities of the Issuer directly. |
| (3) | IVM XIII serves as the sole general partner of IVP XIII and has sole voting and investment control over the shares owned by IVP XIII and may be deemed to own beneficially the shares held by IVP XIII. IVM XIII owns no securities of the Issuer directly. Chaffee, Fogelsong, Harrick, Miller and Phelps are Managing Directors of IVM XIII and share voting and dispositive power over the shares held by IVP XIII, and may be deemed to own beneficially the shares held by IVP XIII. The Managing Directors own no securities of the Issuer directly. |
| (4) | This percentage is based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Commission on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering. |
| 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: ¨
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
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| 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.
14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.
Dated: February 13, 2015
| INSTITUTIONAL VENTURE PARTNERS XIII, L.P. | ||||
| By: | Institutional Venture Management XIII, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Melanie Chladek |
|||
| Melanie Chladek, Attorney-in-Fact | ||||
| INSTITUTIONAL VENTURE MANAGEMENT XIII, LLC | ||||
| By: | /s/ Melanie Chladek |
|||
| Melanie Chladek, Attorney-in-Fact | ||||
| INSTITUTIONAL VENTURE PARTNERS XIV, L.P. | ||||
| By: | Institutional Venture Management XIV, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Melanie Chladek |
|||
| Melanie Chladek, Attorney-in-Fact | ||||
| INSTITUTIONAL VENTURE MANAGEMENT XIV, LLC | ||||
| By: | /s/ Melanie Chladek |
|||
| Melanie Chladek, Attorney-in-Fact | ||||
| /s/ Melanie Chladek |
||||
| Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee | ||||
| /s/ Melanie Chladek |
||||
| Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong | ||||
| /s/ Melanie Chladek |
||||
| Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick | ||||
| /s/ Melanie Chladek |
||||
| Melanie Chladek, Attorney-in-Fact for J. Sanford Miller | ||||
| /s/ Melanie Chladek |
||||
| Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps | ||||
| /s/ Melanie Chladek |
||||
| Melanie Chladek, Attorney-in-Fact for Jules A. Maltz | ||||
Exhibit(s):
| A: | Joint Filing Statement |
15
Exhibit 99.1
| CUSIP No. 682163 10 0 | 13G |
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Common Stock of On Deck Capital, Inc. is filed on behalf of each of us.
Dated: February 13, 2015
| INSTITUTIONAL VENTURE PARTNERS XIII, L.P. | ||
| By: Institutional Venture Management XIII, LLC Its: General Partner | ||
| By: | /s/ Melanie Chladek | |
| Melanie Chladek, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE MANAGEMENT XIII, LLC | ||
| By: | /s/ Melanie Chladek | |
| Melanie Chladek, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE PARTNERS XIV, L.P. | ||
| By: Institutional Venture Management XIV, LLC Its: General Partner | ||
| By: | /s/ Melanie Chladek | |
| Melanie Chladek, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE MANAGEMENT XIV, LLC | ||
| By: | /s/ Melanie Chladek | |
| Melanie Chladek, Attorney-in-Fact | ||
|
/s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Todd C. Chaffee | ||
|
/s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Norman A. Fogelsong | ||
|
/s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Stephen J. Harrick | ||
|
/s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for J. Sanford Miller | ||
|
/s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Dennis B. Phelps | ||
|
/s/ Melanie Chladek | ||
| Melanie Chladek, Attorney-in-Fact for Jules A. Maltz | ||
16