SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Village Ventures Capital Management, LLC

(Last)

(First)

(Middle)

C/O VILLAGE VENTURES

ONE BANK STREET, 2ND FLOOR

(Street)

WILLIAMSTOWN

01267

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
On Deck Capital Inc [ ONDK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/22/2014		C		5,166,212	A	⁽¹⁾⁽²⁾⁽³⁾	5,166,212	I	See footnote⁽⁴⁾⁽⁷⁾
Common Stock	12/22/2014		C		70,846	A	⁽³⁾	70,846	I	See footnote⁽⁵⁾⁽⁷⁾
Common Stock	12/22/2014		C		837,080	A	⁽¹⁾⁽²⁾⁽³⁾	837,080	I	See footnote⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	12/22/2014		C			1,756,754	⁽¹⁾	⁽¹⁾	Common Stock	1,756,754	$0.00	0	I	See footnote⁽⁴⁾⁽⁷⁾
Series A Preferred Stock	⁽¹⁾	12/22/2014		C			300,860	⁽¹⁾	⁽¹⁾	Common Stock	300,860	$0.00	0	I	See footnote⁽⁶⁾⁽⁷⁾
Series B Preferred Stock	⁽²⁾	12/22/2014		C			2,121,414	⁽²⁾	⁽²⁾	Common Stock	2,121,414	$0.00	0	I	See footnote⁽⁴⁾⁽⁷⁾
Series B Preferred Stock	⁽²⁾	12/22/2014		C			363,310	⁽²⁾	⁽²⁾	Common Stock	363,310	$0.00	0	I	See footnote⁽⁶⁾⁽⁷⁾
Series C Preferred Stock	⁽³⁾	12/22/2014		C			1,288,044	⁽³⁾	⁽³⁾	Common Stock	1,288,044	$0.00	0	I	See footnote⁽⁴⁾⁽⁷⁾
Series C Preferred Stock	⁽³⁾	12/22/2014		C			70,846	⁽³⁾	⁽³⁾	Common Stock	70,846	$0.00	0	I	See footnote⁽⁵⁾⁽⁷⁾
Series C Preferred Stock	⁽³⁾	12/22/2014		C			172,910	⁽³⁾	⁽³⁾	Common Stock	172,910	$0.00	0	I	See footnote⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Village Ventures Capital Management, LLC

(Last)

(First)

(Middle)

C/O VILLAGE VENTURES

ONE BANK STREET, 2ND FLOOR

(Street)

WILLIAMSTOWN

01267

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Village Ventures, Inc.

(Last)

(First)

(Middle)

C/O VILLAGE VENTURES

ONE BANK STREET, 2ND FLOOR

(Street)

WILLIAMSTOWN

01267

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Village Ventures Capital Partners II, LLC

(Last)

(First)

(Middle)

C/O VILLAGE VENTURES

ONE BANK STREET, 2ND FLOOR

(Street)

WILLIAMSTOWN

01267

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VILLAGE VENTURES FUND II, L.P.

(Last)

(First)

(Middle)

C/O VILLAGE VENTURES

ONE BANK STREET, 2ND FLOOR

(Street)

WILLIAMSTOWN

01267

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Village Ventures Fund II-A, L.P.

(Last)

(First)

(Middle)

C/O VILLAGE VENTURES

ONE BANK STREET, 2ND FLOOR

(Street)

WILLIAMSTOWN

01267

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VILLAGE VENTURES FUND II-B, L.P.

(Last)

(First)

(Middle)

C/O VILLAGE VENTURES

ONE BANK STREET, 2ND FLOOR

(Street)

WILLIAMSTOWN

01267

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Harris Matthew C

(Last)

(First)

(Middle)

C/O VILLAGE VENTURES

ONE BANK STREET, 2ND FLOOR

(Street)

WILLIAMSTOWN

01267

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Peabody William S Jr

(Last)

(First)

(Middle)

C/O VILLAGE VENTURES

ONE BANK STREET, 2ND FLOOR

(Street)

WILLIAMSTOWN

01267

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series A Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

2. The Series B Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

3. The Series C Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date

4. The reported shares are held of record by Village Ventures Fund II, L.P. ("VVF II").

5. The reported shares are held of record by Village Ventures Fund II-A, L.P. ("VVF II-A").

6. The reported shares are held of record by Village Ventures Fund II-B, L.P. ("VVF II-B").

7. Village Ventures Capital Partners II, LLC ("VVCP") is the general partner of VVF II, VVF II-A and VVF II-B. Village Ventures Capital Management, LLC ("VVCM") is the manager of VVCP. Matthew C. Harris and William Bo S. Peabody, as the Class A members of VVCM, share voting and dispositive power with respect to the shares held by VVF II, VVF II-A and VVF II-B. Village Ventures, Inc., a corporation controlled by Messrs. Harris and Peabody, is the advisor to VVCM. Messrs. Harris and Peabody disclaim beneficial ownership of the securities reported herein, except to the extent of his individual pecuniary interest therein.

Remarks:

	/s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC	12/22/2014
	/s/ Matthew C. Harris, Director of Village Ventures, Inc.	12/22/2014
	/s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC	12/22/2014
	/s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC, the General Partner of Village Ventures Fund II, L.P.	12/22/2014
	/s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC, the General Partner of Village Ventures Fund II-A, L.P.	12/22/2014
	/s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC, the General Partner of Village Ventures Fund II-B, L.P.	12/22/2014
	/s/ Matthew C. Harris	12/22/2014
	/s/ William Bo S. Peabody	12/22/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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