Filing Details

This Amendment No. 3 to the statement on Schedule 13D (“Amendment No. 3”) amends the Schedule 13D originally filed by the undersigned (the “Reporting Persons”) on February 21, 2017 (the “Original Schedule 13D”), as further amended by the Amendment No. 1 filed on April 3, 2017, and the Amendment No. 2 filed on April 25, 2017, regarding the common stock, par value $0.005 per share (the “Common Stock”), of On Deck Capital, Inc., a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is 1400 Broadway, 25^th Floor, New York, New York, 10018.

 

Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Original Schedule 13D or the Amendment No. 1 or Amendment No. 2 thereto.  Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Original Schedule 13D.

 

The disclosure in Item 4 of the April 3, 2017 Amendment No. 1 to the Original 13D is replaced with the following:

The shares of the Issuer’s Common Stock over which the Reporting Persons have beneficial ownership (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, other shareholders of the Issuer, and the Board of Directors of the Issuer (the “Board”), and expect to engage in further such discussions, 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.

 

The Debt Fund beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 5,878,111 shares of Common Stock, representing 7.9% of the outstanding shares of Common Stock.  EJF Debt Opportunities GP, LLC, as the general partner of the Debt Fund, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 5,878,111 shares of Common Stock, representing 7.9% of the outstanding shares of Common Stock.

The Debt Fund II beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 71,889 shares of Common Stock, representing 0.1% of the outstanding shares of Common Stock.  EJF Debt Opportunities II GP, LLC, as the general partner of the Debt Fund II, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 71,889 shares of Common Stock, representing 0.1% of the outstanding shares of Common Stock.

Neither the filing of this Amendment No. 3 nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and the Reporting Persons expressly disclaim status as a “group” for purposes of the Original Schedule 13D and all amendments thereto.