0000899243-20-028446.txt : 20201015 0000899243-20-028446.hdr.sgml : 20201015 20201015203824 ACCESSION NUMBER: 0000899243-20-028446 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201013 FILED AS OF DATE: 20201015 DATE AS OF CHANGE: 20201015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Breslow Noah CENTRAL INDEX KEY: 0001627461 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36779 FILM NUMBER: 201242581 MAIL ADDRESS: STREET 1: C/O ON DECK CAPITAL INC STREET 2: 1400 BROADWAY 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-10-13 1 0001420811 On Deck Capital, Inc. ONDK 0001627461 Breslow Noah C/O ON DECK CAPITAL, INC. 1400 BROADWAY, 25TH FLOOR NEW YORK NY 10018 1 1 0 0 CEO & Chairman Common Stock 2020-10-13 4 A 0 106898 0.00 A 1391813 D Common Stock 2020-10-13 4 F 0 23135 1.83 D 1368678 D Common Stock 2020-10-13 4 A 0 16933 0.00 A 1385611 D Common Stock 2020-10-13 4 A 0 47245 0.00 A 1432856 D Common Stock 2020-10-13 4 F 0 52348 1.83 D 1380508 D Common Stock 2020-10-13 4 D 0 1380508 D 0 D Common Stock 32000 I See footnote Common Stock 32000 I See footnote Stock Option (right to buy) 5.19 2020-10-13 4 D 0 181348 0.00 D 2028-03-17 Common Stock 181348 0 D Stock Option (right to buy) 5.95 2020-10-13 4 D 0 363637 0.00 D 2026-09-18 Common Stock 363637 0 D Stock Option (right to buy) 12.67 2020-10-13 4 D 0 343812 0.00 D 2025-07-29 Common Stock 343812 0 D Stock Option (right to buy) 10.66 2020-10-13 4 D 0 500000 0.00 D 2024-08-13 Common Stock 500000 0 D Stock Option (right to buy) 0.68 2020-10-13 4 D 0 950000 0.00 D 2023-07-31 Common Stock 950000 0 D Stock Option (right to buy) 0.425 2020-10-13 4 D 0 934304 0.00 D 2022-06-25 Common Stock 934304 0 D On October 13, 2020, Enova International, Inc. ("Enova") completed its acquisition (the "Merger") of On Deck Capital, Inc. ("On Deck"). The shares acquired were performance share units ("PSUs") granted in 2020 ("2020 PSUs") that vested upon completion of the Merger. The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of the 2020 PSUs. No shares were sold. The shares acquired were PSUs granted in 2019 ("2019 PSUs") that vested upon completion of the Merger. The shares acquired were PSUs granted in 2018 ("2018 PSUs") that vested upon completion of the Merger. The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of the 2018 PSUs. No shares were sold. On October 13, 2020, Enova International, Inc. ("Enova") completed its acquisition (the "Merger") of On Deck Capital, Inc. ("On Deck"). The reported shares of common stock include (i) 390,915 restricted stock units and 16,932 2019 PSUs, which, upon completion of the Merger, were assumed by Enova and converted automatically into a time-vesting restricted stock unit award that, (Continued From Footnote 6) subject to vesting, will be settled for a number of shares of Enova common stock calculated in accordance with the Merger agreement, (ii) 106,898 2020 PSUs and 47,245 2018 PSUs which, upon completion of the Merger, vested and were settled for a number of shares of Enova common stock calculated in accordance with the Merger agreement, and (iii) 894,000 shares of common stock which were disposed of in the Merger in exchange for per share consideration of $0.12 in cash and 0.092 share of Enova common stock. The reported shares are held directly in a trust for the Reporting Person's minor son for which the Reporting Person's spouse serves as trustee. The reported shares are held directly in a trust for the Reporting Person's minor daughter for which the Reporting Person's spouse serves as trustee. These out-of-the-money options, which vested prior to the consummation of the Merger, were forfeited and cancelled automatically without any consideration. These in-the-money options were cancelled and converted into the right to receive a cash payment of $1.07 per share, representing the difference between the exercise price of the option and the merger consideration cash value ($1.75 per share). These in-the-money options were cancelled and converted into the right to receive a cash payment of $1.325 per share, representing the difference between the exercise price of the option and the merger consideration cash value ($1.75 per share). /s/ Cory Kampfer, by power of attorney 2020-10-15