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 XIII, LLC

(Last) (First) (Middle)
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD, 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)
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)
Code V Amount (A) or (D) Price
Common Stock 12/22/2014 C 4,051,138 A (1)(2) 4,051,138 I See footnote(3)
Common Stock 12/22/2014 C 4,051,138 A (1)(2) 4,051,138 I See footnote(4)
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
Series D Preferred Stock (1) 12/22/2014 C 3,847,194 (1) (1) Common Stock 3,847,194 $0.00 0 I See footnote(3)
Series E Preferred Stock (2) 12/22/2014 C 203,944 (2) (2) Common Stock 203,944 $0.00 0 I See footnote(4)
Series D Preferred Stock (1) 12/22/2014 C 3,847,194 (1) (1) Common Stock 3,847,194 $0.00 0 I See footnote(3)
Series E Preferred Stock (2) 12/22/2014 C 203,944 (2) (2) Common Stock 203,944 $0.00 0 I See footnote(4)
1. Name and Address of Reporting Person*
Institutional Venture Management XIII, LLC

(Last) (First) (Middle)
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD, SUITE 250

(Street)
MENLO PARK CA 94025

(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*
Institutional Venture Partners XIII, L.P.

(Last) (First) (Middle)
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD, SUITE 250

(Street)
MENLO PARK CA 94025

(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*
Institutional Venture Management XIV, LLC

(Last) (First) (Middle)
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD, SUITE 250

(Street)
MENLO PARK CA 94025

(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*
Institutional Venture Partners XIV, L.P.

(Last) (First) (Middle)
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD, SUITE 250

(Street)
MENLO PARK CA 94025

(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*
Chaffee Todd C

(Last) (First) (Middle)
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD, SUITE 250

(Street)
MENLO PARK CA 94025

(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*
FOGELSONG NORMAN A

(Last) (First) (Middle)
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD, SUITE 250

(Street)
MENLO PARK CA 94025

(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*
Harrick Stephen J

(Last) (First) (Middle)
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD, SUITE 250

(Street)
MENLO PARK CA 94025

(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*
Phelps Dennis B

(Last) (First) (Middle)
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD, SUITE 250

(Street)
MENLO PARK CA 94025

(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*
Maltz Jules A.

(Last) (First) (Middle)
C/O INSTITUTIONAL VENTURE PARTNERS
3000 SAND HILL ROAD, SUITE 250

(Street)
MENLO PARK CA 94025

(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 D 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 E 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 shares are held of record by Institutional Venture Partners XIII, L.P. (IVP XIII). Institutional Venture Management XIII LLC (IVM XIII) is the general partner of IVP XIII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, as the managing directors of IVM XIII, share voting and dispositive power with respect to the shares held by IVP XIII. Each of these reporting individuals disclaims beneficial ownership of the securities reported herein, except to the extent of his respective pecuniary interest therein.
4. The shares are held of record by Institutional Venture Partners XIV, L.P. (IVP XIV). Institutional Venture Management XIV LLC (IVM XIV) is the general partner of IVP XIV. Messrs. Chaffee, Fogelsong, Harrick, Miller, Phelps and Jules A. Maltz, as the managing directors of IVP XIV, share voting and dispositive power with respect to the shares held by IVP XIV. Each of these reporting individuals disclaims beneficial ownership of the securities reported herein, except to the extent of his respective pecuniary interest therein.
Remarks:
/s/ Melanie Chladek by power of attorney for Institutional Venture Management XIII, LLC 12/22/2014
/s/ Melanie Chladek by power of attorney for Institutional Venture Management XIII, LLC, the General Partner of Institutional Venture Partners XIII, L.P. 12/22/2014
/s/ Melanie Chladek by power of attorney for Institutional Venture Management XIV, LLC 12/22/2014
/s/ Melanie Chladek by power of attorney for Institutional Venture Management XIV, LLC, the General Partner of Institutional Venture Partners XIV, L.P. 12/22/2014
/s/ Melanie Chladek by power of attorney for Todd C. Chaffee 12/22/2014
/s/ Melanie Chladek by power of attorney for Norman A. Fogelsong 12/22/2014
/s/ Melanie Chladek by power of attorney for Stephen J. Harrick 12/22/2014
/s/ Melanie Chladek by power of attorney for Dennis B. Phelps 12/22/2014
/s/ Melanie Chladek by power of attorney for Jules A. Maltz 12/22/2014
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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