UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

On Deck Capital, Inc.

(Name of Issuer)

Common Stock, $0.005 par value per share

(Title of Class of Securities)

682163 100

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 682163 100

 

 

1

Name of Reporting Person:
Village Ventures Capital Management, LLC
I.R.S. Identification Nos. of Above Persons (Entities Only): 20-4860962

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
3,379,355

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,379,355

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
3,379,355

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o

 

 

11

Percent of Class Represented by Amount in Row (9):
4.6% (1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)   Based on 73,635,045 shares of the Issuer’s Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 7, 2017.

 

2


 

CUSIP No. 682163 100

 

 

1

Name of Reporting Person:
Village Ventures, Inc.
I.R.S. Identification Nos. of Above Persons (Entities Only): 04-3505486

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
3,379,355

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,379,355

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
3,379,355

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o

 

 

11

Percent of Class Represented by Amount in Row (9):
4.6%(1)

 

 

12

Type of Reporting Person (See Instructions):
CO

 

(1)   Based on 73,635,045 shares of the Issuer’s Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 7, 2017.

 

3


 

CUSIP No. 682163 100

 

 

1

Name of Reporting Person:
Village Ventures Capital Partners II, LLC
I.R.S. Identification Nos. of Above Persons (Entities Only): 20-4457008

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
3,379,355

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,379,355

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
3,379,355

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o

 

 

11

Percent of Class Represented by Amount in Row (9):
4.6%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)   Based on 73,635,045 shares of the Issuer’s Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 7, 2017.

 

4


 

CUSIP No. 682163 100

 

 

1

Name of Reporting Person:
Village Ventures Fund II, L.P.
I.R.S. Identification Nos. of Above Persons (Entities Only): 20-4456892

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
2,841,604

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,841,604

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
2,841,604

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o

 

 

11

Percent of Class Represented by Amount in Row (9):
3.9%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)   Based on 73,635,045 shares of the Issuer’s Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 7, 2017.

 

5


 

CUSIP No. 682163 100

 

 

1

Name of Reporting Person:
Village Ventures Fund II-A, L.P.
I.R.S. Identification Nos. of Above Persons (Entities Only): 27-0964361

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
156,278

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
156,278

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
156,278

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
0.2%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)         Based on 73,635,045 shares of the Issuer’s Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 7, 2017.

 

6


 

CUSIP No. 682163 100

 

 

1

Name of Reporting Person:
Village Ventures Fund II-B, L.P.
I.R.S. Identification Nos. of Above Persons (Entities Only): 20-4531299

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
381,473

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
381,473

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
381,473

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
0.5%(1)

 

 

12

Type of Reporting Person (See Instructions):
PN

 

(1)         Based on 73,635,045 shares of the Issuer’s Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 7, 2017.

 

7


 

CUSIP No. 682163 100

 

 

1

Name of Reporting Person:
Matthew C. Harris
I.R.S. Identification Nos. of Above Persons (Entities Only):

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
3,379,355

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,379,355

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
3,379,355

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
4.6%(1)

 

 

12

Type of Reporting Person (See Instructions):
IN

 

(1)         Based on 73,635,045 shares of the Issuer’s Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 7, 2017.

 

8


 

CUSIP No. 682163 100

 

 

1

Name of Reporting Person:
William Bo S. Peabody
I.R.S. Identification Nos. of Above Persons (Entities Only):

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions):

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only:

 

 

4

Citizenship or Place of Organization:
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
3,379,355

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,379,355

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
3,379,355

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):  o

 

 

11

Percent of Class Represented by Amount in Row (9):
4.6%(1)

 

 

12

Type of Reporting Person (See Instructions):
IN

 

(1)         Based on 73,635,045 shares of the Issuer’s Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 7, 2017.

 

9


 

Item 1

 

(a)

Name of Issuer:
On Deck Capital, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
1400 Broadway, 25th Floor
New York, New York 10018

 

Item 2

 

(a)

Names of Persons Filing:
Each of the following is a reporting person (“Reporting Person”):


Village Ventures Capital Management, LLC
Village Ventures, Inc.
Village Ventures Capital Partners II, LLC
Village Ventures Fund II, L.P.
Village Ventures Fund II-A, L.P.
Village Ventures Fund II-B, L.P.
Matthew C. Harris
William Bo S. Peabody

 

(b)

Address or Principal Business Office or, if none, Residence:
The principal business address of each Reporting Person is:


c/o VillageVentures
One Bank Street, 2nd Floor
Williamstown, Massachusetts 01267

 

(c)

Citizenship:
Reference is made to the response to item 4 on each of pages 2-9 of this Schedule 13G (this “Schedule”), which responses are incorporated herein by reference.

 

(d)

Title and Class of Securities:
Common Stock, par value $0.005 per share.

 

(e)

CUSIP No.:
682163 100

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

10


 

Item 4.

Ownership

 

Reference is hereby made to the responses to items 5-9 and 11 of pages 2 - 9 of this Schedule, which responses are incorporated by reference herein.

 

Village Ventures Capital Partners II, LLC ("VVCP") is the general partner of Village Ventures Fund II, L.P. (“VVF II”), Village Ventures Fund II-A, L.P (“VVF II-A”) and Village Ventures Fund II-B, L.P. (“VVF II-B”). Village Ventures Capital Management, LLC ("VVCM") is the manager of VVCP. Matthew C. Harris and William Bo S. Peabody, as the Class A members of VVCM, share voting and dispositive power with respect to the shares held by VVF II, VVF II-A and VVF II-B. Village Ventures, Inc., a corporation controlled by Messrs. Harris and Peabody, is the advisor to VVCM.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

The Reporting Persons are filing this Schedule 13G jointly.  The Reporting Persons may be deemed to be a group pursuant to Rule 13d-5 of the Act.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

11


 

Item 10.

Certifications

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 6, 2018

 

 

VILLAGE VENTURES CAPITAL MANAGEMENT, LLC

 

 

 

 

By:

/s/ Matthew C. Harris

 

Name:

Matthew C. Harris

 

Title:

Class A member

 

 

 

 

VILLAGE VENTURES, INC.

 

 

 

 

By:

/s/ Matthew C. Harris

 

Name:

Matthew C. Harris

 

Title:

Director

 

 

 

 

VILLAGE VENTURES CAPITAL PARTNERS II, LLC

 

 

 

 

By: Village Ventures Capital Management, LLC

 

Its: Manager

 

 

 

 

By:

/s/ Matthew C. Harris

 

Name:

Matthew C. Harris

 

Title:

Class A member

 

 

 

 

VILLAGE VENTURES FUND II, L.P.

 

 

 

 

By: Village Ventures Capital Partners II, LLC

 

Its: General Partner

 

 

 

 

By: Village Ventures Capital Management, LLC

 

Its: Manager

 

 

 

 

By:

/s/ Matthew C. Harris

 

Name:

Matthew C. Harris

 

Title:

Class A member

 

 

 

 

VILLAGE VENTURES FUND II-A, L.P.

 

 

 

By: Village Ventures Capital Partners II, LLC

 

Its: General Partner

 

 

 

 

By: Village Ventures Capital Management, LLC

 

Its: Manager

 

 

 

 

By:

/s/ Matthew C. Harris

 

Name:

Matthew C. Harris

 

Title:

Class A member

 

12


 

 

VILLAGE VENTURES FUND II-B, L.P.

 

 

 

By: Village Ventures Capital Partners II, LLC

 

Its: General Partner

 

 

 

By: Village Ventures Capital Management, LLC

 

Its: Manager

 

 

 

 

By:

/s/ Matthew C. Harris

 

Name:

Matthew C. Harris

 

Title:

Class A member

 

 

 

 

/s/ Matthew C. Harris

 

Matthew C. Harris

 

 

 

/s/ William Bo. S. Peabody

 

William Bo S. Peabody

 

13