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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Brause Kenneth A
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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O ON DECK CAPITAL, INC., 1400 BROADWAY, 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

2/12/2020
(Street)

NEW YORK, NY 10018
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/12/2020  A  10109 (1)A$0 146112 D  
Common Stock 2/14/2020  A  91627 (2)A$0 237739 D  
Common Stock 2/15/2020  F  1452 (3)D$4.05 236287 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The reported shares were acquired upon the vesting of performance-based restricted stock units granted on February 19, 2019 based on the Company's achievements with respect to certain financial performance metrics for the applicable performance period. The reported shares vest in three equal annual installments beginning on February 15, 2020.
(2) The reported shares are represented by restricted stock units which vest in four equal annual installments beginning on May 1, 2021.
(3) The reported shares were withheld to satisfy the Reporting Person's tax liability in connection with the vesting of performance-based restricted stock units. No shares were sold.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Brause Kenneth A
C/O ON DECK CAPITAL, INC.
1400 BROADWAY, 25TH FLOOR
NEW YORK, NY 10018


Chief Financial Officer

Signatures
/s/ Robert A. Zuccaro, by power of attorney2/19/2020
**Signature of Reporting PersonDate

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