Page 8 of 11 – SEC Filing
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to the statement on Schedule 13D (“Amendment No. 1”) amends the Schedule 13D originally filed by the undersigned (the “Reporting Persons”) on February 21, 2017 (the “Original Schedule 13D”) regarding the common stock, par value $0.005 per share (the “Common Stock”), of On Deck Capital, Inc., a New York corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 1400 Broadway, 25th Floor, New York, New York, 10018.
Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Original Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Original Schedule 13D is hereby amended to reflect that, between the filing of the Original Schedule 13D on February 21, 2017 and the filing of this Amendment No. 1, EJF Capital LLC, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P. (the “Debt Fund”), and EJF Debt Opportunities GP, LLC acquired beneficial ownership over an additional 898,896 shares of Common Stock (the “Additional Shares” and, together with all other shares of the Issuer’s Common Stock over which the Reporting Persons have beneficial ownership, the “Subject Shares”).
The Additional Shares were acquired by or on behalf of the Debt Fund using investment capital which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The aggregate consideration paid for the Additional Shares, including brokerage commissions, was approximately $4,273,410.
ITEM 4. PURPOSE OF TRANSACTION
The disclosure in Item 4 of the Original 13D is replaced with the following:
The Subject Shares were acquired for investment purposes. The Reporting Persons believe that the shares of Common Stock are undervalued and are an attractive investment. The Reporting Persons have engaged in discussions with management and other shareholders of the Issuer, expect to engage in further discussions with management, other shareholders and other persons and may engage in discussions with the Board of Directors of the Issuer (the “Board”), concerning one or more of the following topics: the business, assets, capitalization, financial condition, operations, governance, management or strategic future plans of the Issuer.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investment in the Issuer as they deem appropriate, including: (i) acquiring additional shares of Common Stock and/or other equity, other securities, or derivative or other instruments that are based upon or relate to the value of the shares of Common Stock (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; or (iii) engaging in any hedging or similar transactions with respect to the Securities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b)
The aggregate percentage of the outstanding shares of Common Stock reported as beneficially owned by each Reporting Person is based upon the 71,979,716 shares of Common Stock outstanding as of March 13, 2017, as disclosed in the Issuer’s Definitive Proxy Statement filed on Schedule 14A with the U.S. Securities and Exchange Commission on March 27, 2017.
Follow On Deck Capital Inc. (NYSE:ONDK)
Follow On Deck Capital Inc. (NYSE:ONDK)
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