Sec Form 4 Filing - Breslow Noah @ On Deck Capital, Inc. - 2020-02-12

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Breslow Noah
2. Issuer Name and Ticker or Trading Symbol
On Deck Capital, Inc. [ ONDK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & Chairman
(Last) (First) (Middle)
C/O ON DECK CAPITAL, INC., 1400 BROADWAY, 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2020
(Street)
NEW YORK, NY10018
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/12/2020 A 18,282 ( 1 ) A $ 0 1,074,466 D
Common Stock 02/12/2020 A 25,273 ( 2 ) A $ 0 1,099,739 D
Common Stock 02/14/2020 A 213,796 ( 3 ) A $ 0 1,313,535 D
Common Stock 02/15/2020 F 4,146 ( 4 ) D $ 4.05 1,309,389 D
Common Stock 32,000 I See footnote ( 5 )
Common Stock 32,000 I See footnote ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Breslow Noah
C/O ON DECK CAPITAL, INC.
1400 BROADWAY, 25TH FLOOR
NEW YORK, NY10018
X CEO & Chairman
Signatures
/s/ Robert A. Zuccaro, by power of attorney 02/19/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares were acquired upon the vesting of performance-based restricted stock units granted on March 18, 2018 based on the Company's achievements with respect to certain financial performance metrics for the applicable performance period. These shares will vest on May 1, 2020, subject to continuous service through such date.
( 2 )The reported shares were acquired upon the vesting of performance-based restricted stock units granted on February 19, 2019 based on the Company's achievements with respect to certain financial performance metrics for the applicable performance period. The reported shares vest in three equal annual installments beginning on February 15, 2020.
( 3 )The reported shares are represented by restricted stock units which vest in four equal annual installments beginning on May 1, 2021.
( 4 )The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of performance-based restricted stock units. No shares were sold.
( 5 )The reported shares are held directly in a trust for the Reporting Person's minor son for which the Reporting Person's spouse serves as trustee.
( 6 )The reported shares are held directly in a trust for the Reporting Person's minor daughter for which the Reporting Person's spouse serves as trustee.

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 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.