UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| On Deck Capital, Inc. |
(Name of Issuer)
| Common Stock, par value $0.005 per share |
(Title of Class of Securities)
| 682163100 |
(CUSIP Number)
| January 12, 2017 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
ý Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 682163100 | 13G |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| EJF Capital LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
| (b)☒ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 3,780,000 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 3,780,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,780,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 5.3% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IA | |||||
| (1) | Based upon 71,441,993 shares of Common Stock, par value $0.005 per share ("Common Stock") outstanding as of October 31, 2016, as disclosed in the Issuer's Form 10-Q filed with the U.S. Securities and Exchange Commission ("SEC") on November 7, 2016. |
| CUSIP No. 682163100 | 13G |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| Emanuel J. Friedman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
| (b)☒ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 3,780,000 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 3,780,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,780,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 5.3% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
| (1) | Based upon 71,441,993 shares of Common Stock outstanding as of October 31, 2016, as disclosed in the Issuer's Form 10-Q filed with the SEC on November 7, 2016. |
| CUSIP No. 682163100 | 13G |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| EJF Debt Opportunities Master Fund, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
| (b)☒ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 3,596,645 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 3,596,645 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,596,645 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 5.0% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
| (1) | Based upon 71,441,993 shares of Common Stock outstanding as of October 31, 2016, as disclosed in the Issuer's Form 10-Q filed with the SEC on November 7, 2016. |
| CUSIP No. 682163100 | 13G |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| EJF Debt Opportunities GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
| (b)☒ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 3,596,645 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 3,596,645 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,596,645 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 5.0% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
| (1) | Based upon 71,441,993 shares of Common Stock outstanding as of October 31, 2016, as disclosed in the Issuer's Form 10-Q filed with the SEC on November 7, 2016. |
| CUSIP No. 682163100 | 13G |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| EJF Debt Opportunities Master Fund II, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
| (b)☒ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 183,355 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 183,355 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 183,355 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0.3% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
| (1) | Based upon 71,441,993 shares of Common Stock outstanding as of October 31, 2016, as disclosed in the Issuer's Form 10-Q filed with the SEC on November 7, 2016. |
| CUSIP No. 682163100 | 13G |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| EJF Debt Opportunities II GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
| (b)☒ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
| 183,355 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 183,355 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 183,355 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0.3% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
| (1) | Based upon 71,441,993 shares of Common Stock outstanding as of October 31, 2016, as disclosed in the Issuer's Form 10-Q filed with the SEC on November 7, 2016. |
Item 1. (a) Name of Issuer
On Deck Capital, Inc.
Item 1. (b) Address of Issuer’s Principal Executive Offices
1400 Broadway, 25th Floor
New York, New York 10018
Item 2. (a) Name of Person Filing
This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
| (i) | EJF Capital LLC; |
| (ii) | Emanuel J. Friedman; |
| (iii) | EJF Debt Opportunities Master Fund, L.P.; |
| (iv) | EJF Debt Opportunities GP, LLC; |
| (v) | EJF Debt Opportunities Master Fund II, LP; and |
| (vi) | EJF Debt Opportunities II GP, LLC |
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
Item 2. (b) Address of Principal Business Office or, if None, Residence
The address of the principal business office of each reporting person is:
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Item 2. (c) Citizenship
See Item 4 of the attached cover pages.
Item 2. (d) Title of Class of Securities
Common Stock, par value $0.005 per share ("Common Stock")
Item 2. (e) CUSIP Number
682163100
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
| (a) | Amount beneficially owned: | |
| See Item 9 of the attached cover pages. | ||
| (b) | Percent of class: | |
| See Item 11 of the attached cover pages. | ||
| (c) | Number of shares as to which such person has: | |
| (i) | Sole power to vote or to direct the vote: | |
| See Item 5 of the attached cover pages. | ||
| (ii) | Shared power to vote or to direct the vote: | |
| See Item 6 of the attached cover pages. | ||
| (iii) | Sole power to dispose or to direct the disposition: | |
| See Item 7 of the attached cover pages. | ||
| (iv) | Shared power to dispose or to direct the disposition: | |
| See Item 8 of the attached cover pages. | ||
Each of EJF Debt Opportunities Master Fund, L.P. and EJF Debt Opportunities Master Fund II, LP (collectively, the "Record Owners") is the record owner of the shares of Common Stock shown on Item 9 of their respective cover pages.
EJF Debt Opportunities GP, LLC serves as the general partner of EJF Debt Opportunities Master Fund, L.P. and as investment manager of an affiliate thereof, and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Debt Opportunities Master Fund, L.P. is the record owner. EJF Debt Opportunities II GP, LLC serves as the general partner of EJF Debt Opportunities Master Fund II, LP and as investment manager of an affiliate thereof, and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Debt Opportunities Master Fund II, LP is the record owner.
EJF Capital LLC is the sole member and manager of EJF Debt Opportunities GP, LLC and EJF Debt Opportunities II GP, LLC, and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Debt Opportunities GP, LLC and EJF Debt Opportunities II GP, LLC may share beneficial ownership. Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which EJF Capital LLC may share beneficial ownership.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 23, 2017
| EJF CAPITAL LLC | |||
| By: | /s/ Neal J. Wilson | ||
| Name: Neal J. Wilson | |||
| Title: Chief Operating Officer | |||
| EMANUEL J. FRIEDMAN | |||
| By: | /s/ Emanuel J. Friedman | ||
| Name: Emanuel J. Friedman | |||
EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
| By: | EJF DEBT OPPORTUNITIES GP, LLC | ||
| Its: | General Partner | ||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: Neal J. Wilson | |||
| Title: Chief Operating Officer | |||
EJF DEBT OPPORTUNITIES GP, LLC | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: Neal J. Wilson | |||
| Title: Chief Operating Officer | |||
EJF DEBT OPPORTUNITIES MASTER FUND II, LP | |||
| By: | EJF DEBT OPPORTUNITIES II GP, LLC | ||
| Its: | General Partner | ||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: Neal J. Wilson | |||
| Title: Chief Operating Officer | |||
EJF DEBT OPPORTUNITIES II GP, LLC | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: Neal J. Wilson | |||
| Title: Chief Operating Officer | |||
EXHIBIT A
The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF Debt Opportunities Master Fund II, LP, an exempted limited partnership organized under the laws of the Cayman Islands, and EJF Debt Opportunities II GP, LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: January 23, 2017
| EJF CAPITAL LLC | |||
| By: | /s/ Neal J. Wilson | ||
| Name: Neal J. Wilson | |||
| Title: Chief Operating Officer | |||
| EMANUEL J. FRIEDMAN | |||
| By: | /s/ Emanuel J. Friedman | ||
| Name: Emanuel J. Friedman | |||
EJF DEBT OPPORTUNITIES MASTER FUND, L.P. | |||
| By: | EJF DEBT OPPORTUNITIES GP, LLC | ||
| Its: | General Partner | ||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: Neal J. Wilson | |||
| Title: Chief Operating Officer | |||
EJF DEBT OPPORTUNITIES GP, LLC | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: Neal J. Wilson | |||
| Title: Chief Operating Officer | |||
EJF DEBT OPPORTUNITIES MASTER FUND II, LP | |||
| By: | EJF DEBT OPPORTUNITIES II GP, LLC | ||
| Its: | General Partner | ||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: Neal J. Wilson | |||
| Title: Chief Operating Officer | |||
EJF DEBT OPPORTUNITIES II GP, LLC | |||
| By: | EJF CAPITAL LLC | ||
| Its: | Manager and Sole Member | ||
| By: | /s/ Neal J. Wilson | ||
| Name: Neal J. Wilson | |||
| Title: Chief Operating Officer | |||