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CUSIP No. 682163100
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Page 2
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EJF Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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None
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8
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SHARED VOTING POWER
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5,000,000
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9
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SOLE DISPOSITIVE POWER
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None
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10
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SHARED DISPOSITIVE POWER
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5,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,000,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.0% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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(1)
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Based upon 71,605,708 shares of Common Stock, par value $0.005 per share (“Common Stock”) outstanding as of December 31, 2016, as disclosed in the Issuer’s Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 16, 2017.
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CUSIP No. 682163100
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Page 3
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Emanuel J. Friedman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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None
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8
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SHARED VOTING POWER
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5,000,000
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9
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SOLE DISPOSITIVE POWER
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None
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10
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SHARED DISPOSITIVE POWER
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5,000,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,000,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.0% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Based upon 71,605,708 shares of Common Stock outstanding as of December 31, 2016, as disclosed in the Issuer’s Form 8-K filed with the SEC on February 16, 2017.
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CUSIP No. 682163100
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Page 4
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EJF Debt Opportunities Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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None
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8
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SHARED VOTING POWER
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4,744,290
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9
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SOLE DISPOSITIVE POWER
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None
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10
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SHARED DISPOSITIVE POWER
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4,744,290
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,744,290
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.6% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1)
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Based upon 71,605,708 shares of Common Stock outstanding as of December 31, 2016, as disclosed in the Issuer’s Form 8-K filed with the SEC on February 16, 2017.
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CUSIP No. 682163100
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Page 5
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EJF Debt Opportunities GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
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(b)
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☒
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|
|
|
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3
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SEC USE ONLY
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|
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
|
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|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
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|
|
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None
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|
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8
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SHARED VOTING POWER
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4,744,290
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9
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SOLE DISPOSITIVE POWER
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None
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10
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SHARED DISPOSITIVE POWER
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4,744,290
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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4,744,290
|
|
|
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|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.6 % (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Based upon 71,605,708 shares of Common Stock outstanding as of December 31, 2016, as disclosed in the Issuer’s Form 8-K filed with the SEC on February 16, 2017.
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CUSIP No. 682163100
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Page 6
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EJF Debt Opportunities Master Fund II, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
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(b)
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☒
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|
|
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
|
|
|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
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None
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|
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8
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SHARED VOTING POWER
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255,710
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9
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SOLE DISPOSITIVE POWER
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None
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10
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SHARED DISPOSITIVE POWER
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255,710
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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255,710
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|
|
|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.4% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1)
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Based upon 71,605,708 shares of Common Stock outstanding as of December 31, 2016, as disclosed in the Issuer’s Form 8-K filed with the SEC on February 16, 2017.
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CUSIP No. 682163100
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Page 7
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EJF Debt Opportunities II GP, LLC
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|
|
|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☒
|
|
|
|
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3
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SEC USE ONLY
|
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|
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
None
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
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255,710
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|
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9
|
SOLE DISPOSITIVE POWER
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None
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10
|
SHARED DISPOSITIVE POWER
|
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|
255,710
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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255,710
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|
|
|
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
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|
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|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.4% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
OO
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(1)
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Based upon 71,605,708 shares of Common Stock outstanding as of December 31, 2016, as disclosed in the Issuer’s Form 8-K filed with the SEC on February 16, 2017.
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ITEM 1.
SECURITY AND ISSUER
This Statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.005 per share (the “Common Stock”), of On Deck Capital, Inc., a New York corporation (the “Issuer”). The address of the Issuer's principal executive offices is 1400 Broadway, 25
th
Floor, New York, New York, 10018.
ITEM 2.
IDENTITY AND BACKGROUND
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(a)
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This Statement is being filed jointly by the following persons (collectively, the “Reporting Persons”)*:
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·
EJF Capital LLC;
·
Emanuel J. Friedman;
·
EJF Debt Opportunities Master Fund, L.P. (the “Debt Fund”);
·
EJF Debt Opportunities GP, LLC;
·
EJF Debt Opportunities Master Fund II, LP (the “Debt Fund II” and, together with the Debt Fund, the “Funds”); and
·
EJF Debt Opportunities II GP, LLC
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* The Reporting Persons have entered into a joint filing agreement, dated as of February 21, 2017, a copy of which is attached hereto as Exhibit 99.1.
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(b)
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The address of the principal business office of each of the Reporting Persons is 2107 Wilson Boulevard, Suite 410, Arlington, Virginia 22201.
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(c)
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EJF Capital LLC
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EJF Capital LLC (“EJF”), an investment adviser that is registered under the Investment Advisers Act of 1940, as amended, provides investment advice to and manages, either directly or through a general partner or investment manager of which it is the sole member, pooled investment vehicles and separately managed accounts, including the Funds.
Emanuel J. Friedman
The principal occupation of Emanuel J. Friedman is serving as the controlling member of EJF.
EJF Debt Opportunities GP, LLC
The principal business of EJF Debt Opportunities GP, LLC is serving as the general partner of the Debt Fund and as general partner and investment manager of certain affiliates thereof.
EJF Debt Opportunities II GP, LLC
The principal business of EJF Debt Opportunities II GP, LLC is serving as the general partner of the Debt Fund II and as investment manager of an affiliate thereof.
Funds
The principal business of each of the Funds is investing in securities.
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(d)
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During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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See Item 2(c) above.
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ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of February 21, 2017, as reflected in this Statement, the Reporting Persons beneficially owned an aggregate of 5,000,000 shares of Common Stock (the “Subject Shares”).
The Subject Shares were acquired by or on behalf of the Funds using investment capital which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The aggregate consideration paid for the Subject Shares purchased by the Reporting Persons, including brokerage commissions, was approximately $23,068,766.
ITEM 4.
PURPOSE OF TRANSACTION
The Subject Shares were acquired by the Funds for investment purposes. The Reporting Persons believe that the shares of Common Stock are undervalued and are an attractive investment.
The Reporting Persons may seek to engage in discussions with management, the Issuer’s Board of Directors (the “Board”) and other shareholders of the Issuer and other persons concerning the business, assets, capitalization, financial condition, operations, governance, management, and strategic future plans of the Issuer.
The Reporting Persons intend to review their respective investment in the Issuer on a continuing basis and may, from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market, and general economic and industry conditions, take such actions with respect to the Funds’ investment in the Issuer as they deem appropriate, including: (i) acquiring additional shares of Common Stock and/or other equity, other securities, or derivative or other instruments that are based upon or relate to the value of the shares of Common Stock (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; or (iii) engaging in any hedging or similar transactions with respect to the Securities.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
(a) and (b)
The aggregate percentage of the outstanding shares of Common Stock reported as beneficially owned by each Reporting Person is based upon the
71,605,708
shares of Common Stock outstanding as of December 31, 2016, as disclosed in the Issuer’s Form 8-K filed with the U.S. Securities and Exchange Commission on February 16, 2017.
The Debt Fund beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 4,744,290 such shares of Common Stock, representing 6.6% of the outstanding shares of Common Stock. EJF Debt Opportunities GP, LLC, as the general partner of the Debt Fund, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 4,744,290 such shares of Common Stock, representing 6.6% of the outstanding shares of Common Stock.
The Debt Fund II beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 255,710 such shares of Common Stock, representing 0.4% of the outstanding shares of Common Stock. EJF Debt Opportunities II GP, LLC, as the general partner of the Debt Fund II, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 255,710 such shares of Common Stock, representing 0.4% of the outstanding shares of Common Stock.
EJF, as an investment manager managing the Funds, either directly or through a general partner or investment manager of which it is the sole member, beneficially owns and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares, representing 7.0% of the outstanding shares of Common Stock. By virtue of Emanuel J. Friedman’s position as the controlling member of EJF, Emanuel J. Friedman beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares, representing 7.0% of the outstanding shares of Common Stock.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that they constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and the Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.
|
(c)
|
Schedule I hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty (60) days.
|
|
|
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|
(d)
|
No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.
|
|
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|
|
(e)
|
Not applicable.
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ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
From time to time, each of the Reporting Persons may lend portfolio securities, including the Subject Shares, to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender on demand.
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1:
Joint Filing Agreement, dated February 21, 2017
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 21, 2017
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EJF CAPITAL LLC
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By:
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/s/ Neal J. Wilson
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Name:
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Neal J. Wilson
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Title:
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Chief Operating Officer
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EMANUEL J. FRIEDMAN
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By:
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/s/ Emanuel J. Friedman
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Name:
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Emanuel J. Friedman
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EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
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By:
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EJF DEBT OPPORTUNITIES GP, LLC
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Its:
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General Partner
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By:
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EJF CAPITAL LLC
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Its:
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Sole Member
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By:
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/s/ Neal J. Wilson
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Name:
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Neal J. Wilson
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Title:
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Chief Operating Officer
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EJF DEBT OPPORTUNITIES GP, LLC
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By:
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EJF CAPITAL LLC
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Its:
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Sole Member
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By:
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/s/ Neal J. Wilson
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Name:
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Neal J. Wilson
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Title:
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Chief Operating Officer
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EJF DEBT OPPORTUNITIES MASTER FUND II, LP
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By:
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EJF DEBT OPPORTUNITIES II GP, LLC
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Its:
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General Partner
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By:
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EJF CAPITAL LLC
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Its:
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Sole Member
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By:
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/s/ Neal J. Wilson
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Name:
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Neal J. Wilson
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Title:
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Chief Operating Officer
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EJF DEBT OPPORTUNITIES II GP, LLC
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By:
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EJF CAPITAL LLC
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Its:
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Sole Member
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By:
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/s/ Neal J. Wilson
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Name:
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Neal J. Wilson
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Title:
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Chief Operating Officer
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SCHEDULE I
Shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty (60) days. The transactions described below were effected in the open market through brokers by the Funds. As reflected in Item 5, and by virtue of the relationships described therein, the Funds, EJF Debt Opportunities GP, LLC, EJF Debt Opportunities II GP, LLC, EJF Capital LLC and Emanuel J. Friedman may each be deemed to share beneficial ownership of the shares reflected in the transactions listed below.
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Trade Date
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Shares Purchased/(Sold)
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Price Per Share (1)
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Total Price (1)
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2/17/2017
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69,510
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$4.56
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$317,306.20
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2/17/2017
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30,000
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$4.77
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$143,178.00
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2/17/2017
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122,000
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$4.77
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$581,940.00
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2/17/2017
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26,449
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$4.85
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$128,253.85
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2/16/2017
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82,800
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$4.93
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$408,204.00
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2/16/2017
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174,500
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$4.68
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$817,078.80
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2/16/2017
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100,000
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$4.70
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$469,940.00
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2/16/2017
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180,900
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$4.79
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$866,782.35
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2/7/2017
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152,241
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$5.20
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$791,653.20
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1/30/2017
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174,619
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$4.75
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$829,440.25
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1/30/2017
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60,381
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$4.75
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$286,809.75
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1/30/2017
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1,696
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$4.68
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$7,929.14
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1/30/2017
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4,904
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$4.68
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$22,927.18
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1/27/2017
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29,722
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$4.74
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$140,882.28
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1/27/2017
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10,278
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$4.74
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$48,717.72
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1/23/2017
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12,847
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$4.84
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$62,210.31
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1/23/2017
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37,153
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$4.84
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$179,909.69
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1/18/2017
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25,632
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$4.75
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$121,790.45
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1/18/2017
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47,602
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$4.78
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$227,537.56
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1/18/2017
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9,368
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$4.75
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$44,512.05
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1/18/2017
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17,398
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$4.78
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$83,162.44
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1/13/2017
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38,493
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$4.97
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$191,202.43
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1/13/2017
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14,069
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$4.97
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$69,883.54
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1/12/2017
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15,064
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$4.88
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$73,512.32
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1/12/2017
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5,506
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$4.88
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$26,869.28
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1/11/2017
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20,795
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$4.95
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$102,949.81
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1/11/2017
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16,392
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$5.04
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$82,564.86
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1/11/2017
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5,991
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$5.04
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$30,176.07
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1/11/2017
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7,601
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$4.95
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$37,630.27
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1/10/2017
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1,686
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$4.88
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$8,224.81
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1/10/2017
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616
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$4.88
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$3,005.03
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1/9/2017
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26,766
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$4.80
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$128,474.12
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1/9/2017
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3,234
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$4.80
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$351,515.88
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1/6/2017
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10,965
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$4.82
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$52,900.64
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1/6/2017
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4,007
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$4.82
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$19,331.77
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1/6/2017
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36,862
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$4.84
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$178,456.31
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1/6/2017
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13,473
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$4.84
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$65,225.49
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1/5/2017
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26,766
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$4.78
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$127,898.65
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1/5/2017
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73,234
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$4.78
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$349,941.35
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1/4/2017
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(79,038)
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$5.36
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$(423,643.68)
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1/4/2017
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(962)
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$5.36
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$(5,156.32)
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1/4/2017
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(241)
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$5.24
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$(1,262.77)
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1/4/2017
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(19,759)
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$5.24
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$(103,531.23)
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1/3/2017
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10,787
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$4.62
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$49,806.82
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1/3/2017
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29,363
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$4.62
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$135,583.65
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1/3/2017
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29,513
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$4.62
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$136,270.37
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1/3/2017
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80,337
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$4.62
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$370,956.10
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12/30/2016
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431,300
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$4.59
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$1,978,675.01
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12/30/2016
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150,000
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$4.62
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$692,250.00
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12/30/2016
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38,534
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$4.61
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$177,761.20
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12/29/2016
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68,646
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$4.54
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$311,858.78
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12/28/2016
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55,620
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$4.51
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$251,013.06
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12/28/2016
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2,354,380
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$4.45
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$10,476,991.00
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12/23/2016
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30,000
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$4.42
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$132,627.00
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12/23/2016
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60,000
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$4.31
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$258,600.00
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(1)
Not including any brokerage commissions or service charges.