Edgar Filing: On Deck Capital Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. __)*

On Deck Capital, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

682163100

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

¨ 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).

(Continued on following pages)

Page 1 of 9 Pages
Exhibit Index on Page 8

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Page 2 of 9 Pages

1	NAME OF REPORTING PERSONS Google Ventures 2013, L.P. (“GV 2013”) SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Inclusion of number is not required)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
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 3,536,952 shares, except that Google Ventures 2013 GP, L.L.C. (“GP 2013”), the general partner of GV 2013, may be deemed to have sole power to vote these shares, and Google Inc., the managing member of GP 2013, may be deemed to have sole power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER 3,536,952 shares, except that GP 2013, the general partner of GV 2013, may be deemed to have sole power to dispose of these shares, and Google Inc., the managing member of GP 2013, may be deemed to have sole power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			3,536,952
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			5.2%⁽¹⁾
12	TYPE OF REPORTING PERSON			PN

⁽¹⁾Based on 67,660,636 shares of the Common Stock outstanding as disclosed in the Issuer’s final prospectus for the Issuer’s initial public offering, as filed with the Securities and Exchange Commission on December 17, 2014, including 1,500,000 shares issued pursuant to the full exercise of the over-allotment option by the Issuer’s Underwriter in the Issuer’s initial public offering.

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Page 3 of 9 Pages

1	NAME OF REPORTING PERSONS Google Ventures 2013 GP, L.L.C. SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Inclusion of number is not required)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
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 3,536,952 shares directly held by GV 2013. GP 2013, the general partner of GV 2013, may be deemed to have the sole power to vote these shares, and Google Inc., the managing member of GP 2013, may be deemed to have sole power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER. 3,536,952 shares directly held by GV 2013. GP 2013, the general partner of GV 2013, may be deemed to have the sole power to dispose of these shares, and Google Inc., the managing member of GP 2013, may be deemed to have the sole power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			3,536,952
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			5.2%⁽¹⁾
12	TYPE OF REPORTING PERSON			OO

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Page 4 of 9 Pages

1	NAME OF REPORTING PERSONS Google Inc. SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Inclusion of number is not required)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
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 3,536,952 shares directly held by GV 2013. GP 2013, the general partner of GV 2013, may be deemed to have the sole power to vote of these shares, and Google Inc., the managing member of GP 2013, may be deemed to have sole power to vote these shares.
		6	SHARED VOTING POWER See response to row 5.
		7	SOLE DISPOSITIVE POWER. 3,536,952 shares directly held by GV 2013. GP 2013, the general partner of GV 2013, may be deemed to have the sole power to dispose of these shares, and Google Inc., the managing member of GP 2013, may be deemed to have the sole power to dispose of these shares.
		8	SHARED DISPOSITIVE POWER See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			3,536,952
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			5.2%⁽¹⁾
12	TYPE OF REPORTING PERSON			CO

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ITEM 1(A).	NAME OF ISSUER:
	On Deck Capital, Inc.
ITEM 1(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
	1400 Broadway, 25^th Floor, New York, NY 10018
ITEM 2(A).	NAME OF PERSONS FILING:
	This statement is filed by Google Ventures 2013, L.P. (“GV 2013”), Google Ventures 2013 GP, L.L.C. (“GP 2013”), the general partner of GV 2013, and Google Inc., the managing member of GP 2013. The foregoing entities are collectively referred to as the “Reporting Persons.”
	GP 2013 is the general partner of GV 2013 and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by GV 2013. Google Inc. is the managing member of GP 2013 and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by GV 2013.
ITEM 2(B).	ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
	The address of the principal business office for each of the Reporting Persons is:
	Google Ventures
	1600 Amphitheatre Parkway
	Mountain View, CA 94043
ITEM 2(C)	CITIZENSHIP:
	GV 2013 is a Delaware limited partnership, GP 2013 is a Delaware limited liability company, and Google Inc. is a Delaware corporation.
ITEM 2(D)/E	TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER:
	Common Stock
	CUSIP # 682163100
ITEM 3.	Not Applicable.
ITEM 4.	OWNERSHIP:
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b) Percent of Class:

See Row 11 of cover page for each Reporting Person.

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(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
	Not applicable.
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
	Under certain circumstances set forth in the limited partnership agreement of GV 2013 and the limited liability company agreement of GP 2013, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a general partner, limited partner, or member.
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
	Not applicable.
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
	Not applicable.
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP:
	Not applicable.
ITEM 10.	CERTIFICATION:

	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.

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Page 7 of 9 Pages

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.

Dated: February 24, 2015

Google Ventures 2013, L.P.

By: Google Ventures 2013 GP, L.L.C., its General Partner

By: Google Inc., its Managing Member

By: /s/ Kenneth H. Yi

Name: Kenneth H. Yi

Title: Assistant Secretary

Google Ventures 2013 GP, L.L.C.

By: Google Inc., its Managing Member

By: /s/ Kenneth H. Yi

Name: Kenneth H. Yi

Title: Assistant Secretary

Google Inc.

By: /s/ Kenneth H. Yi
Name: Kenneth H. Yi

Title: Assistant Secretary

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Page 8 of 9 Pages

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page

Exhibit A: Agreement of Joint Filing	9

CUSIP NO. 682163100

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Page 9 of 9 Pages

exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of On Deck Capital, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 24, 2015

Google Ventures 2013, L.P.

By: Google Ventures 2013 GP, L.L.C., its General Partner

By: Google Inc., its Managing Member

By: /s/ Kenneth H. Yi

Name: Kenneth H. Yi

Title: Assistant Secretary

Google Ventures 2013 GP, L.L.C.

By: Google Inc., its Managing Member

By: /s/ Kenneth H. Yi

Name: Kenneth H. Yi

Title: Assistant Secretary

Google Inc.

By: /s/ Kenneth H. Yi
Name: Kenneth H. Yi

Title: Assistant Secretary