On Deck Capital (ONDK) Form 4 On Deck Capital / Nicholas Peter Brown ownership change

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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X

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^*

Brown Nicholas Peter

(Last) (First) (Middle)

C/O ON DECK CAPITAL, INC.

1400 BROADWAY, 25TH FLOOR

(Street)

NEW YORK NY 10018

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	10/13/2020		A		36,651(1)	A	$0.00	267,109	D
Common Stock	10/13/2020		F		12,550(2)	D	$0.00	254,559	D
Common Stock	10/13/2020		A		7,257(3)	A	$0.00	261,816	D
Common Stock	10/13/2020		D		261,816	D	(4)	0	D

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
Stock Option (right to buy)	$5.19	10/13/2020		D			97,151	(5)	03/17/2028	Common Stock	97,151	$0.00	0	D
Stock Option (right to buy)	$4.26	10/13/2020		D			217,949	(5)	12/19/2026	Common Stock	217,949	$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. 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) 156,133 restricted stock units and 7,257 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) 36,651 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 and (ii) 74,325 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 paid in the Merger.

Remarks:

	/s/ Cory Kampfer, by power of attorney	10/15/2020
	** Signature of Reporting Person	Date
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