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*
Institutional Venture Management XIV, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(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)
08/20/2018
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)
Code V Amount (A) or (D) Price
Common Stock 4,054,250 I By Institutional Venture Partners XIV, L.P.(1)
Common Stock 08/20/2018 J(2) 2,025,000 D $0.00 2,029,251 I By Institutional Venture Partners XIII, L.P.(3)
Common Stock 08/20/2018 J(4) 30,375 A $0.00 30,375 I By Institutional Venture Management XIII, LLC(5)
Common Stock 08/20/2018 J(6) 30,375 D $0.00 0 I By Institutional Venture Management XIII, LLC(5)
Common Stock 08/20/2018 J(6) 5,729 A $0.00 5,729 I By Todd C. Chaffee
Common Stock 08/20/2018 J(6) 4,584 A $0.00 4,584 I By Norman A. & Jill M. Fogelsong A Trust U/T/A Dated 3/22/84(7)
Common Stock 08/20/2018 J(6) 1,145 A $0.00 1,145 I By Fogelsong Children's Trust U/T/D 8/1/85(8)
Common Stock 08/20/2018 J(6) 5,729 A $0.00 5,729 I By The Harrick Min Family Trust U/D/T 11/30/05(9)
Common Stock 08/20/2018 J(6) 5,729 A $0.00 5,729 I By Dennis B. Phelps, Jr. Trust(10)
Common Stock 08/20/2018 J(6) 5,729 A $0.00 5,729 I By Miller Venture Partners(11)
Common Stock 08/20/2018 J(6) 804 A $0.00 804 I By Jules A. Maltz
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Institutional Venture Management XIV, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Institutional Venture Partners XIV, L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Institutional Venture Management XIII, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Institutional Venture Partners XIII, L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chaffee Todd C

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FOGELSONG NORMAN A

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Harrick Stephen J

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Maltz Jules A.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Miller J Sanford

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Phelps Dennis B

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 2, SUITE 250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. These shares are owned directly by Institutional Venture Partners XIV, L.P. ("IVP XIV"), of which Institutional Venture Management XIV, LLC ("IVM XIV") is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XIV are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., J. Sanford Miller and Jules A. Maltz. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
2. Represents a pro rata in kind distribution without consideration by Institutional Venture Partners XIII, L.P. ("IVP XIII") to their respective partners, including its general partner, Institutional Venture Management XIII, LLC ("IVM XIII").
3. These shares are owned directly by IVP XIII, of which IVM XIII is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XIII are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr. and J. Sanford Miller. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
4. Represents the receipt of shares in the pro rata in kind distribution of Common Stock of the Issuer by IVP XIII described in footnote (2).
5. The managing directors of IVM XIII are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr. and J. Sanford Miller. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
6. Represents a pro rata in kind distribution of Common Stock of the Issuer by IVM XIII without consideration to its members.
7. The shares are held by the Norman A. & Jill M. Fogelsong A Trust U/T/A Dated 3/22/84 ("Fogelsong A Trust"). Norman A. Fogelsong is a trustee of the Fogelsong A Trust and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.
8. The shares are held by the Fogelsong Children's Trust U/T/D 8/1/85 ("Fogelsong Children's Trust"). Norman A. Fogelsong is a trustee of the Fogelsong Children's Trust and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.
9. The shares are held by The Harrick Min Family Trust U/D/T 11/30/05 ("Harrick Min Trust"). Stephen J. Harrick is a trustee of the Harrick Min Trust and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.
10. The shares are held by the Dennis B. Phelps, Jr. Trust ("Phelps Trust"). Dennis B. Phelps, Jr. is the trustee of the Phelps Trust and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.
11. The shares are held by Miller Venture Partners ("Miller Partners"). J. Sanford Miller is the general partner of Miller Partners and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein.
Remarks:
/s/ Tracy Hogan, Attorney-in-Fact for Institutional Venture Management XIV, LLC 08/22/2018
/s/ Tracy Hogan, Attorney-in-Fact for Institutional Venture Partners XIV, L.P. 08/22/2018
/s/ Tracy Hogan, Attorney-in-Fact for Institutional Venture Management XIII, LLC 08/22/2018
/s/ Tracy Hogan, Attorney-in-Fact for Institutional Venture Partners XIII, L.P. 08/22/2018
/s/ Tracy Hogan, Attorney-in-Fact for Todd C. Chaffee 08/22/2018
/s/ Tracy Hogan, Attorney-in-Fact for Norman A. Fogelsong 08/22/2018
/s/ Tracy Hogan, Attorney-in-Fact for Stephen J. Harrick 08/22/2018
/s/ Tracy Hogan, Attorney-in-Fact for Jules A. Maltz 08/22/2018
/s/ Tracy Hogan, Attorney-in-Fact for J. Sanford Miller 08/22/2018
/s/ Tracy Hogan, Attorney-in-Fact for Dennis B. Phelps 08/22/2018
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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