On Deck Capital (ONDK) Form 3 On Deck Capital / Andrea Gellert ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gellert Andrea

(Last) (First) (Middle)

C/O ON DECK CAPITAL, INC.

1400 BROADWAY, 25TH FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2017

3. Issuer Name and Ticker or Trading Symbol
On Deck Capital, Inc. [ ONDK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	73,879(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	03/26/2023	Common Stock	231,334	0.765	D
Employee Stock Option (right to buy)	(3)	08/14/2024	Common Stock	100,000	10.66	D
Employee Stock Option (right to buy)	(4)	07/29/2025	Common Stock	98,232	12.67	D
Employee Stock Option (right to buy)	(5)	09/18/2026	Common Stock	68,182	5.95	D

Explanation of Responses:

1. Of the reported shares, 30,072 are represented by restricted stock units which vest in three remaining equal annual installments beginning on August 1, 2017 and 30,991 are represented by restricted stock units which vest in four equal annual installments beginning on November 1, 2017.

2. The shares subject to the option are fully vested and currently exercisable.

3. One-fourth of the shares subject to the option vested on August 14, 2015 and one forty-eighth of the shares vest monthly thereafter.

4. One-fourth of the shares subject to the option vested on July 30, 2015 and one forty-eighth of the shares vest monthly thereafter.

5. One-fourth of the shares subject to the option will vest on September 19, 2017 and one forty-eighth of the shares vest monthly thereafter.

Remarks:

	/s/ Robert A. Zuccaro, by power of attorney	05/31/2017
	** 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 5 (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).
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