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•	To elect two Class II directors;

•	To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2016; and

•	To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

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Q:	Why am I receiving these materials?

A:

This Proxy Statement is furnished to you by the Board of Directors of On Deck Capital, Inc. (the “Board” or “Board of Directors”) and contains information related to the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 11, 2016 beginning at 10:00 a.m. New York time at the offices of Wilson Sonsini Goodrich & Rosati, P.C., 1301 Avenue of the Americas, 40th Floor, New York, New York 10019, and at any postponements or adjournments thereof. References in this Proxy Statement to “we,” “us,” “our,” “the Company” or “OnDeck” refer to On Deck Capital, Inc.

Q:	What is included in these materials?

A:

These materials include this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2016 (the “Annual Report”). These materials were first made available to you on the Internet on or about March 28, 2016. Our principal executive offices are located at 1400 Broadway, 25th Floor, New York, New York 10018 and our telephone number is (888) 269-4246. We maintain a website at www.ondeck.com. The information on our website is not a part of this Proxy Statement.

Q:	What items will be voted on at the Annual Meeting?

A:	Stockholders will vote on the following items at the Annual Meeting:

•	to elect James D. Robinson III and Bruce P. Nolop as Class II directors;

•	to ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2016; and

•	to transact such other business that may properly come before the Annual Meeting or at any adjournment or postponement thereof.

Q:	How does the Board of Directors recommend I vote on these proposals?

A:	The Board recommends a vote:

•	FOR the election of James D. Robinson III and Bruce P. Nolop as Class II directors; and

•	FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2016.

Q:	Who is making this solicitation?

A:	The proxy for the Annual Meeting is being solicited on behalf of OnDeck’s Board of Directors.

Q:	Who pays for the proxy solicitation process?

A:

OnDeck will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile. None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses.

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Q:	Who may vote at the Annual Meeting?

A:	Stockholders of record as of the close of business on March 14, 2016 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were 70,468,340 shares of OnDeck’s common stock issued and outstanding, held by 176 holders of record. Each share of OnDeck’s common stock is entitled to one vote on each matter.

Q:	What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

A:	Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the stockholder of record with respect to those shares, and these proxy materials were sent directly to you by OnDeck.

Q:	If I am a stockholder of record of OnDeck’s shares, how do I vote?

A:	If you are a stockholder of record, there are four ways to vote:

•	In person. You may vote in person at the Annual Meeting. The Company will give you a ballot when you arrive.

•	Via the Internet. You may vote by proxy via the Internet by following the instructions found on the proxy card.

•	By Telephone. You may vote by proxy by calling the toll free number found on the proxy card.

•	By Mail. You may vote by proxy by filling out the proxy card and returning it in the envelope provided.

Q:	If I am a beneficial owner of shares held in street name, how do I vote?

A:

If you are a beneficial owner of shares held in street name, you should have received from your broker, bank, trustee or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a “vote instruction form” sent by the broker, bank, trustee or other nominee. Please follow their instructions carefully. Street name stockholders may generally vote by one of the following methods:

•	In person. If you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy to you by your broker, bank, trustee, or other nominee.

•	Via the Internet. You may vote by proxy via the Internet by following the instruction form provided to you by your broker, bank, trustee, or other nominee.

•	By Telephone. You may vote by proxy by calling the toll free number found on the vote instruction form provided to you by your broker, bank, trustee, or other nominee.

•	By Mail. You may vote by proxy by filling out the vote instruction form and returning it in the envelope provided to you by your broker, bank, trustee, or other nominee.

Q:	If I submit a proxy, how will it be voted?

A:

When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new

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Q:	What should I do if I get more than one proxy or voting instruction card?

A:

Stockholders may receive more than one set of voting materials, including multiple copies of these proxy materials and multiple proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are counted.

Q:	Can I change my vote or revoke my proxy?

A:	You may change your vote or revoke your proxy at any time prior to the taking of the vote at the Annual Meeting.

Q:	Can I attend the meeting in person?

A:

You are invited to attend the Annual Meeting if you are a registered stockholder or a street name stockholder as of March 14, 2016, the Record Date. In order to enter the Annual Meeting, you must present a form of photo identification acceptable to us, such as a valid driver’s license or passport. If you hold your shares beneficially in street name, you will need to provide proof of stock ownership as of the Record Date. Please note that since a street name stockholder is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Please be aware that attendance at the Annual Meeting will not, by itself, revoke a proxy.

Q:	How many shares must be present or represented to conduct business at the Annual Meeting?

A:

At the Annual Meeting, the presence in person or by proxy of a majority of the aggregate voting power of the stock issued and outstanding and entitled to vote at the Annual Meeting is required for the Annual Meeting to proceed. If you have returned valid proxy instructions or attend the Annual Meeting in person, your shares of common stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting.

Q:	What is the voting requirement to approve each of the proposals?

A:

Each director is elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected as Class II directors to serve until the 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Abstentions and broker non-votes will have no effect on the outcome of the vote.

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Q:	What are broker non-votes?

A:

Broker non-votes are shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will nevertheless have discretion to vote your shares on our sole “routine” matter-the ratification of the appointment of the Company’s independent registered public accounting firm. Your broker will not have discretion to vote on the election of directors absent direction from you.

Q:	Who will tabulate the votes?

A:	OnDeck’s Corporate Secretary will serve as the Inspector of Election and will tabulate the votes at the Annual Meeting.

Q:	What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?

A:

Stockholder Proposals: Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders by submitting their proposals in writing to OnDeck’s Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2017 Annual Meeting of Stockholders, the Corporate Secretary of OnDeck must receive the written proposal at our principal executive offices no earlier than January 12, 2017 and no later than February 11, 2017. If we hold our 2017 Annual Meeting of Stockholders more than 30 days before or more than 60 days after May 11, 2017 (the one-year anniversary date of the 2016 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholders proposals must be received under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably determined to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.

•	not earlier than January 12, 2017, and

•	not later than February 11, 2017.

•	not earlier than the close of business on the 120th day prior to such annual meeting, or

•	not later than the close of business on the later of (i) the 90th day prior to such annual meeting, and (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made.

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Q:	I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

A:	The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as “householding.”

Q:	What if I have questions about my OnDeck shares or need to change my mailing address?

A:	You may contact our transfer agent, Computershare Trust Company, N.A., by telephone at 1-800-736-3001 (U.S.) or +1-781-575-3100 (outside the U.S.), or by email at web.queries@computershare.com, if you have questions about your OnDeck shares or need to change your mailing address.

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(1)	Member of our audit committee

(2)	Member of our compensation committee

(3)	Member of our corporate governance and nominating committee

(4)	Member of our risk management committee

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•	selecting and hiring the independent registered public accounting firm to audit our financial statements;

•	helping to ensure the independence and performance of the independent registered public accounting firm;

•	approving audit and non-audit services and fees;

•	reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements;

•	reviewing results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal controls over financial reporting and disclosure controls;

•	preparing the audit committee report that the SEC requires to be included in our annual proxy statement;

•	reviewing reports and communications from the independent registered public accounting firm;

•	reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;

•	reviewing related party transactions; and

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•	establishing and overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.

•	overseeing our overall compensation philosophy and compensation policies, plans and benefit programs;

•	reviewing and approving for our executive officers: the annual base salary, annual incentive bonus (including the specific goals and amounts), equity compensation, employment agreements, severance agreements, change in control arrangements, and any other benefits, compensation or similar arrangements;

•	to the extent determined appropriate by the compensation committee, reviewing, approving and/or making recommendations to the Board of Directors with respect to employee compensation and overseeing equity compensation for our service providers;

•	preparing the compensation committee report that the SEC requires to be included in our annual proxy statement; and

•	at the direction of our Board of Directors, administering our equity compensation plans.

•	identifying, evaluating and making recommendations to our Board of Directors regarding, nominees, including stockholder nominees, for election to our Board of Directors and its committees;

•	considering and making recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;

•	reviewing developments in corporate governance practices;

•	evaluating the adequacy of our corporate governance policies, practices and reporting;

•	developing and making recommendations to our Board of Directors regarding our corporate governance guidelines;

•	reviewing the succession planning for our Chief Executive Officer and certain other executive officers;

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•	developing and overseeing the annual Board and committee evaluation process;

•	evaluating the performance of our Board of Directors and its committees; and

•	reviewing and making recommendations to the Board of Directors regarding director compensation.

•	overseeing our risk governance framework and reviewing our policies and practices on risk assessment and risk management;

•	reviewing management’s implementation of risk management policies and procedures to assess their effectiveness;

•	reviewing our risk appetite and risk tolerance, methods of risk measurement, risk limits, and the guidelines for monitoring and mitigating such risks;

•	reviewing with management the categories of risk we face, including risk concentrations and risk interrelationships, likelihood of occurrence, and potential impact;

•	evaluating reports regarding our risks, our risk management function, and the results of risk management reviews and assessments; and

•	reviewing and discussing with management our risks, our management function and its effectiveness, and coordinating with management subcommittees regarding oversight of certain categories of risk determined by the risk management committee.

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(1)	Mr. Breslow, our Chief Executive Officer and Chairman of the Board, serves as chairperson of our risk management committee and does not receive the retainer set forth above because he is employed by the Company and therefore is not an outside director.

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(1)

The amounts reported represent the aggregate grant-date fair value of the restricted stock units and stock options awarded to the director, calculated in accordance with FASB ASC Topic 718. The methods and assumptions used in calculating the grant-date fair value of the restricted stock units and stock options reported in this column are set forth in Notes 2 and 14 to our audited consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 3, 2016. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2)	Mr. Nolop joined the Board of Directors in January 2016.

(1)	All of the restricted stock units vest in full on the earlier of the date of the Company’s next annual meeting or June 1, 2016, subject to continued service to us.

(2)	Shares subject to the option vest in full on the earlier of the date of the Company’s next annual meeting or June 1, 2016, subject to continued service to us.

(3)	Mr. Nolop joined the Board of Directors in January 2016.

(4)	Includes (i) 60,000 shares subject to an option which vest in forty-eight equal installments beginning on September 14, 2014; and (ii) 9,837 shares subject to an option which vest in full on the earlier of the date of the Company’s next annual meeting or June 1, 2016, subject to continued service to us.

(5)	Includes (i) 105,000 shares subject to an option pursuant to which one-fourth of the shares vested on May 13, 2013 and one forty-eighth of the shares vest monthly thereafter; and (ii) 9,837 shares subject to an option which vest in full on the earlier of the date of the Company’s next annual meeting or June 1, 2016, subject to continued service to us.

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•	Noah Breslow, our Chief Executive Officer;

•	James Hobson, our Chief Operating Officer; and

•	Howard Katzenberg, our Chief Financial Officer.

(1)

The amounts reported represent the grant date fair value of the restricted stock units and stock options granted to the named executive officers as computed in accordance with FASB ASC Topic 718. The methods and assumptions that we used to calculate these amounts are discussed in Notes 2 and 14 to our financial statements included in our Annual Report on Form 10-K filed with the SEC on March 3, 2016. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2)	The 2015 reported amounts represent payments earned under the 2015 Annual Incentive Plan as discussed under the section titled “Executive Compensation - 2015 Annual Incentive Plan.”

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(1)	This column represents the market value of the shares underlying the restricted stock units as of December 31, 2015, based on the closing price of our common stock, as reported on the New York Stock Exchange, of $10.30 per share on December 31, 2015.

(2)	Shares subject to the option are fully vested and immediately exercisable.

(3)	One-fourth of the shares subject to the option vest on the one year anniversary of the grant date and one forty-eighth of the shares vest monthly thereafter, subject to continued service to us.

(4)	The restricted stock units vest in four equal annual installments beginning on August 1, 2016, subject to continued service to us.

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(1)	The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our common stock underlying restricted stock units, which have no exercise price.

(2)	Includes the following plans: 2014 Equity Incentive Plan (“2014 Plan”), Amended and Restated 2007 Stock Incentive Plan and 2014 Employee Stock Purchase Plan (“ESPP”).

(3)

The 2014 Plan provides that on the first day of each fiscal year beginning in 2016 and ending in 2020, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) 7,200,000 shares, (ii) 4% of the outstanding shares of our common stock as of the last day of our immediately preceding fiscal year (the “Threshold Percentage”), (iii) a percentage equal to the Threshold Percentage, plus the difference between the Threshold Percentage and the percentage added to the 2014 Plan for each prior fiscal year; or (iv) such other amount as the Board of Directors may determine. Our ESPP provides that on the first day of each fiscal year beginning in 2016, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) 1% of the outstanding shares of our common stock on the first day of such fiscal year, (ii) 1,800,000 shares, or (iii) such other amount as the Board of Directors may determine. On January 1, 2016, the number of shares available for issuance under our 2014 Plan and our ESPP increased by 2,802,408 shares and 202,732 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above.

•	continued payments of base salary for six months (or 12 months for our Chief Executive Officer);

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•	payment of the target bonus for the year of termination, pro-rated based on time served;

•	paid COBRA benefits for six months (or 12 months for our Chief Executive Officer); and

•	for our Chief Executive Officer only, accelerated vesting of 50% of our Chief Executive Officer’s then-unvested stock options.

•	a lump-sum payment of 12 months of base salary;

•	a lump-sum payment equal to 100% of the target bonus;

•	paid COBRA benefits for six months (or 12 months for our Chief Executive Officer); and

•	100% acceleration of equity awards.

•	an act of dishonesty by executive in connection with executive’s responsibilities as an employee;

•	the executive’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony or any crime involving fraud or embezzlement;

•	the executive’s gross misconduct;

•	the unauthorized use or disclosure by the executive of our proprietary information or trade secrets or any other party to whom the executive owes an obligation of nondisclosure as a result of the executive’s relationship with us;

•	the executive’s willful breach of any obligations under any written agreement or covenant with us;

•	the executive’s failure to cooperate with an investigation by a governmental authority; or

•	the executive’s continued failure to perform his duties after notice and a cure period.

•	a material reduction of the executive’s duties, authorities or responsibilities;

•	a material reduction of the executive’s base salary; or

•	a material change in the geographic location of executive’s primary work facility or location.

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•	each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;

•	each of our named executive officers;

•	each of our directors; and

•	all executive officers and directors as a group.

(1)	Consists of 8,627,396 shares held of record by RRE Ventures IV, L.P. (RRE LP). RRE Ventures GP IV, LLC (RRE GP), the general partner of RRE LP, has sole voting and dispositive power with respect to the shares held by RRE LP. James D. Robinson IV and Stuart J. Ellman, as the managing members of RRE GP, share voting and dispositive power with respect to the shares held

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(2)

Consists of (i) 4,051,138 shares held of record by Institutional Venture Partners XIII, L.P. (IVP XIII) and (ii) 4,051,138 shares held of record by Institutional Venture Partners XIV, L.P. (IVP XIV). Institutional Venture Management XIII LLC (IVM XIII) is the general partner of IVP XIII and Institutional Venture Management XIV LLC (IVM XIV) is the general partner of IVP XIV. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, as the managing directors of IVM XIII, share voting and dispositive power with respect to the shares held by IVP XIII. Messrs. Chaffee, Fogelsong, Harrick, Miller, Phelps and Jules A. Maltz, as the managing directors of IVM XIV, share voting and dispositive power with respect to the shares held by IVP XIV. The address for each of these entities is c/o Institutional Venture Partners, 3000 Sand Hill Road, Suite 250, Menlo Park, California 94025.

(3)

Based on information contained in a Schedule 13G/A filed with the SEC on February 16, 2016, Tiger Global Management, LLC (Tiger Global), Charles P. Coleman III, Lee Fixel and Scott Shleifer have shared voting and dispositive power with respect to all of the reported shares. These shares are owned by private funds advised by Tiger Global. None of these private funds individually own more than 5% of the outstanding shares of our common stock. The address for Tiger Global is 9 West 57th Street, 35th Floor, New York, New York 10019.

(4)

Based on information contained in a Schedule 13G/A filed with the SEC on February 16, 2016, the reported shares are held for the account of Tybourne Equity Master Fund (Tybourne Master Fund) for which Tybourne Capital Management (HK) Limited (Tybourne HK) serves as investment advisor. Tybourne Capital Management Limited (Tybourne Cayman), the parent of Tybourne HK, serves as the manager of Tybourne Master Fund. Viswanathan Krishnan is the principal and sole shareholder of Tybourne Kesari Limited (Tybourne Kesari), the parent of Tybourne Cayman. Each of Tybourne HK, Tybourne Cayman, Tybourne Kesari and Mr. Krishnan share voting and dispositive power with respect to the shares held for the account of Tybourne Master Fund. The address for Tybourne HK is 2302 Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. The address for Tybourne Cayman and Tybourne Kesari is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.

(5)

Based on information contained in a Schedule 13G/A filed with the SEC on February 10, 2016, the reported shares are held of record by Sapphire Ventures Funds I, L.P. (Fund I). Sapphire Ventures (GPE) I, L.L.C. (Sapphire GP), the general partner of Fund I, and Nino Nikola Marakovic, a managing member of Sapphire GP, have sole voting and dispositive power with respect to all of the shares held by Fund I. The address for each of these entities is 3408 Hillview Avenue, Bldg. 5, Palo Alto, California 94304.

(6)

Based on information contained in a Schedule 13G/A filed with the SEC on February 10, 2016, includes (i) 4,327,583 shares held of record by Village Ventures Fund II, L.P. (VVF II); (ii) 238,028 shares held of record by Village Ventures Fund II-A, L.P. (VVF II-A); and (iii) 580,945 shares held of record by Village Ventures Fund II-B, L.P. (VVF II-B). Village Ventures Capital Partners II, LLC (VVCP) is the general partner of VVF II, VVF II-A and 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. The address for each of these entities is c/o Village Ventures, Inc., One Bank Street, 2nd Floor, Williamstown, Massachusetts 01267.

(7)	Consists of (i) 63,749 shares held of record by Mr. Breslow; (ii) 32,000 shares held in a trust for Mr. Breslow’s minor daughter for which Mr. Breslow’s spouse serves as trustee; (iii) 32,000 shares held in a trust for Mr. Breslow’s minor son for which Mr. Breslow’s spouse serves as trustee; and (iv) 2,245,030 shares subject to options exercisable within 60 days of February 29, 2016.

(8)	Consists of (i) 2,221 shares held of record by Mr. Hobson and (ii) 531,504 shares subject to options exercisable within 60 days of February 29, 2016.

(9)

Consists of (i) 376,253 shares held of record by Mr. Katzenberg; (ii) 11,043 shares held of record by The Howard Katzenberg 2014 Grantor Annuity Trust dated December 7, 2014 for which Mr. Katzenberg serves as trustee; (iii) 25,000 shares held of record by The Howard Katzenberg 2014 Dynasty Trust dated December 7, 2014 for which Mr. Katzenberg’s spouse serves as a trustee; and (iv) 93,249 shares subject to options exercisable within 60 days of February 29, 2016.

(10)	Consists of the shares listed in footnote (5) above, which are held of record by Fund I. Mr. Hartwig is a managing member of Sapphire GP.

(11)	Consists of the shares listed in footnote (2) above, which are held of record by entities affiliated with Institutional Venture Partners. Mr. Miller is a managing director of IVM XIII and IVM XIV.

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(12)	Consists of 2,625 shares subject to options exercisable within 60 days of February 29, 2016.

(13)	Consists of the shares listed in footnote (1) above, which are held of record by RRE LP. Mr. Robinson is a member of RRE GP.

(14)	Consists of 25,000 shares subject to options exercisable within 60 days of February 29, 2016.

(15)	Consists of 101,875 shares subject to options exercisable within 60 days of February 29, 2016.

(16)	Consists of 115,648 shares held of record by Mr. Wolfson.

(17)	Consists of (i) 23,219,355 shares beneficially owned by our executive officers and directors and (ii) 3,095,533 shares subject to options exercisable within 60 days of February 29, 2016.

•	we have been or are to be a participant;

•	the amount involved exceeded or exceeds $120,000; and

•	any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest.

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(1)

Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. Fees for 2014 also consisted of professional services rendered in connection with our Registration Statement on Form S-1 related to the initial public offering of our common stock completed in December 2014.

(2)	Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations concerning financial accounting and reporting standards.

(3)	Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance.

(4)	All Other Fees consist of permitted services other than those that meet the criteria above.

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1.	Election of Directors.

2.	Ratify selection of Auditors.