| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
On Deck Capital, Inc. [ ONDK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/13/2020 | A | 45,814(1) | A | $0.00 | 486,299 | D | |||
| Common Stock | 10/13/2020 | F | 13,274(2) | D | $1.83 | 473,025 | D | |||
| Common Stock | 10/13/2020 | A | 6,773(3) | A | $0.00 | 479,798 | D | |||
| Common Stock | 10/13/2020 | D | 479,798 | D | (4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to buy) | $5.19 | 10/13/2020 | D | 51,814 | (5) | 05/15/2028 | Common Stock | 51,814 | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $5.95 | 10/13/2020 | D | 68,182 | (5) | 05/09/2027 | Common Stock | 68,182 | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $12.67 | 10/13/2020 | D | 98,232 | (5) | 05/10/2026 | Common Stock | 98,232 | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $10.66 | 10/13/2020 | D | 100,000 | (5) | 08/14/2024 | Common Stock | 100,000 | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $0.68 | 10/13/2020 | D | 70,417 | (6) | 04/25/2023 | Common Stock | 70,417 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. The shares acquired were PSUs granted in 2019 ("2019 PSUs") that vested upon completion of the Merger. |
| 4. The shares disposed of include (i) 174,677 restricted stock units and 6,773 2019 PSUs which, upon completion of the Merger, were assumed by Enova and converted automatically into a time-vesting restricted stock unit award that, subject to vesting, will be settled for a number of shares of Enova common stock calculated in accordance with the Merger agreement, (ii) 45,814 2020 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 (ii) 265,808 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. |
| 5. These out-of-the-money options were forfeited and cancelled automatically without any consideration. |
| 6. These in-the-money options were cancelled and converted into the right to receive a cash payment of $1.07, representing the difference between the exercise price of the option and the merger consideration cash value ($1.75 per share). |
| Remarks: |
| /s/ Cory Kampfer | 10/15/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||