Ownership Submission
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 OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Village Ventures Capital Management, LLC
  2. Issuer Name and Ticker or Trading Symbol
On Deck Capital Inc [ONDK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O VILLAGE VENTURES, ONE BANK STREET, 2ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2014
(Street)

WILLIAMSTOWN, MA 01267
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/22/2014   C   5,166,212 A (1) (2) (3) 5,166,212 I See footnote (4) (7)
Common Stock 12/22/2014   C   70,846 A (3) 70,846 I See footnote (5) (7)
Common Stock 12/22/2014   C   837,080 A (1) (2) (3) 837,080 I See footnote (6) (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Series A Preferred Stock (1) 12/22/2014   C     1,756,754   (1)   (1) Common Stock 1,756,754 $ 0 0 I See footnote (4) (7)
Series A Preferred Stock (1) 12/22/2014   C     300,860   (1)   (1) Common Stock 300,860 $ 0 0 I See footnote (6) (7)
Series B Preferred Stock (2) 12/22/2014   C     2,121,414   (2)   (2) Common Stock 2,121,414 $ 0 0 I See footnote (4) (7)
Series B Preferred Stock (2) 12/22/2014   C     363,310   (2)   (2) Common Stock 363,310 $ 0 0 I See footnote (6) (7)
Series C Preferred Stock (3) 12/22/2014   C     1,288,044   (3)   (3) Common Stock 1,288,044 $ 0 0 I See footnote (4) (7)
Series C Preferred Stock (3) 12/22/2014   C     70,846   (3)   (3) Common Stock 70,846 $ 0 0 I See footnote (5) (7)
Series C Preferred Stock (3) 12/22/2014   C     172,910   (3)   (3) Common Stock 172,910 $ 0 0 I See footnote (6) (7)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Village Ventures Capital Management, LLC
C/O VILLAGE VENTURES
ONE BANK STREET, 2ND FLOOR
WILLIAMSTOWN, MA 01267
    X    
Village Ventures, Inc.
C/O VILLAGE VENTURES
ONE BANK STREET, 2ND FLOOR
WILLIAMSTOWN, MA 01267
    X    
Village Ventures Capital Partners II, LLC
C/O VILLAGE VENTURES
ONE BANK STREET, 2ND FLOOR
WILLIAMSTOWN, MA 01267
    X    
VILLAGE VENTURES FUND II, L.P.
C/O VILLAGE VENTURES
ONE BANK STREET, 2ND FLOOR
WILLIAMSTOWN, MA 01267
    X    
Village Ventures Fund II-A, L.P.
C/O VILLAGE VENTURES
ONE BANK STREET, 2ND FLOOR
WILLIAMSTOWN, MA 01267
    X    
VILLAGE VENTURES FUND II-B, L.P.
C/O VILLAGE VENTURES
ONE BANK STREET, 2ND FLOOR
WILLIAMSTOWN, MA 01267
    X    
Harris Matthew C
C/O VILLAGE VENTURES
ONE BANK STREET, 2ND FLOOR
WILLIAMSTOWN, MA 01267
    X    
Peabody William S Jr
C/O VILLAGE VENTURES
ONE BANK STREET, 2ND FLOOR
WILLIAMSTOWN, MA 01267
    X    

Signatures

 /s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC   12/22/2014
**Signature of Reporting Person Date

 /s/ Matthew C. Harris, Director of Village Ventures, Inc.   12/22/2014
**Signature of Reporting Person Date

 /s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC   12/22/2014
**Signature of Reporting Person Date

 /s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC, the General Partner of Village Ventures Fund II, L.P.   12/22/2014
**Signature of Reporting Person Date

 /s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC, the General Partner of Village Ventures Fund II-A, L.P.   12/22/2014
**Signature of Reporting Person Date

 /s/ Matthew C. Harris, Class A member of Village Ventures Capital Management, LLC, the Manager of Village Ventures Capital Partners II, LLC, the General Partner of Village Ventures Fund II-B, L.P.   12/22/2014
**Signature of Reporting Person Date

 /s/ Matthew C. Harris   12/22/2014
**Signature of Reporting Person Date

 /s/ William Bo S. Peabody   12/22/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Series A Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(2) The Series B Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(3) The Series C Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date
(4) The reported shares are held of record by Village Ventures Fund II, L.P. ("VVF II").
(5) The reported shares are held of record by Village Ventures Fund II-A, L.P. ("VVF II-A").
(6) The reported shares are held of record by Village Ventures Fund II-B, L.P. ("VVF II-B").
(7) 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. Messrs. Harris and Peabody disclaim beneficial ownership of the securities reported herein, except to the extent of his individual pecuniary interest therein.

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