UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~October~~ 4November 17, 2017

ONVIA, INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware		001-35164		91-1859172
(State or other jurisdiction of incorporation)		(Commission File ~~No.~~Number)		(I.R.S. Employer Identification ~~No.~~Number)

509 Olive Way, Suite 400 Seattle, Washington 98101		98101
(Address of principal executive offices)		(Zip Code)

509 Olive Way, Suite 400

~~Registrant’s telephone number~~Seattle, ~~including~~Washington ~~area~~98101 ~~code: (206) 282-5170~~

(Address of Principal Executive Offices) (Zip Code)

(206) 282-5170

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name ~~name~~ or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

As previously disclosed on October 5, 2017 in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Onvia, Inc. (the “Company”), the Company is a party to the Agreement and Plan of Merger, dated as of October 4, 2017 (the “Merger Agreement”), ~~with~~by and among the Company, Project Diamond Intermediate Holdings Corp. (“Parent”), a Delaware corporation and the parent company of Deltek, Inc. (“Deltek”), a Delaware corporation, and Project Olympus Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Parent, pursuant to which, on November 17, 2017, Purchaser merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Surviving Corporation”). Upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 19, 2017 (as may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal,” and, together with the Offer to Purchase, the “Offer”), Purchaser made an all-cash tender offer to purchase any and all issued and outstanding shares of common stock, par value $0.0001 per share (each, a “Share,” and collectively, the “Shares”), of the Company, at a price of $9.00 per share (the “Offer Price”), net to the seller thereof in cash, without interest and subject to any applicable withholding taxes.

OnItem ~~October 4, 2017, Onvia, Inc~~2.01 ~~(the~~Completion ~~“Company”) entered into an Agreement and Plan~~ of ~~Merger~~Acquisition ~~(the~~or ~~“Merger~~Disposition ~~Agreement”) with Project Diamond Intermediate Holdings Corp., a Delaware corporation (“Parent”), and Project Olympus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary~~ of Parent (“Purchaser”), providing for the acquisition of the Company by Parent in an all-cash transaction, consisting of a tender offer (the “Offer”), followed by a back-end merger of Purchaser with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of ParentAssets. ~~Parent is the sole stockholder of Deltek, Inc., a Delaware corporation (“Deltek”), which has guaranteed all of Parent’s and Purchaser’s obligations under the Merger Agreement.~~

The ~~Company’s~~Offer ~~Board~~expired as scheduled at 12:00 midnight, New York City time, at the end of ~~Directors~~the day on November 16, 2017 (the “~~Board~~Expiration Date”), ~~determined~~and ~~that~~was ~~the~~not ~~transactions contemplated~~further byextended. ~~the~~Broadridge ~~Merger~~Corporate ~~Agreement~~Issuer Solutions, ~~including~~Inc., the ~~Offer~~depositary ~~and~~for the ~~Merger,~~Offer ~~are~~(the ~~advisable~~“Depositary”), ~~fair~~advised Purchaser tothat, ~~and~~as inof the ~~best~~Expiration ~~interests~~Date, a total of 6,793,935 Shares had been validly tendered pursuant to the ~~Company~~Offer and ~~its~~not ~~stockholders~~properly withdrawn, ~~and~~representing ~~approved~~approximately 81.4% of the ~~Merger~~Shares ~~Agreement~~then ~~and~~outstanding (including Shares issuable (i) upon the ~~transactions~~exercise ~~contemplated~~of ~~thereby,~~outstanding ~~and recommended~~stock ~~that~~options, (ii) upon the ~~stockholders~~vesting of outstanding restricted stock units, or (iii) on October 31, 2017 pursuant to the Company’s ~~accept~~Amended ~~the~~2000 ~~Offer~~Employee ~~and~~Stock ~~tender~~Purchase ~~their~~Plan, ~~shares~~as amended (the “ESPP”)). In addition, Notices of ~~common~~Guaranteed ~~stock~~Delivery had been delivered with respect to 33,049 ~~par~~Shares ~~value~~that ~~$0.0001~~have ~~per~~not ~~share~~yet been validly tendered, representing approximately 0.4% of the ~~Company~~Shares then outstanding (including Shares issuable (i) upon the ~~“Common~~exercise ~~Stock”~~of outstanding stock options, (ii) upon inthe vesting of outstanding restricted stock units, or (iii) on October 31, 2017 pursuant to the ~~Offer~~ESPP).

~~Pursuant~~Accordingly, all conditions to the ~~Merger~~Offer ~~Agreement,~~were satisfied and ~~upon~~on ~~the~~November 17, ~~terms~~2017, ~~and~~Purchaser ~~subject~~accepted tofor ~~the~~payment ~~conditions~~(such ~~described~~time ~~therein~~of acceptance for payment, the ~~Parent~~“Acceptance ~~will~~Time”) ~~cause~~all ~~Purchaser~~Shares tovalidly ~~commence~~tendered and not properly withdrawn pursuant to the Offer ~~for all~~on ofor prior to the ~~Company’s~~Expiration ~~issued~~Date, and ~~outstanding~~payment ~~shares~~for ofsuch ~~Common~~Shares ~~Stock~~has atbeen amade ~~purchase~~to ~~price~~the ofDepositary, ~~$9.00~~which ~~per~~will ~~share~~act ~~(the~~as ~~“Offer~~paying ~~Price”),~~agent ~~net~~for to the tendering ~~seller~~stockholders infor ~~cash,~~purposes ~~without~~of ~~interest~~receiving payments from Purchaser and ~~subject~~transmitting such payments to ~~any~~the ~~withholding~~tendering ~~taxes~~stockholders.

~~Subject~~On November 17, 2017, pursuant to the terms ~~and conditions~~ of the Merger Agreement, ~~the~~and ~~Offer~~in ~~will~~accordance ~~initially~~with ~~remain~~Section 251(h) ~~open~~of ~~for~~the 20General ~~business~~Corporation ~~days~~Law ~~from~~of the ~~date~~State of ~~commencement~~Delaware of (the ~~Offer.~~ If“DGCL”), atPurchaser effected the ~~scheduled~~Merger. ~~expiration~~At the effective time of the Merger (the ~~Offer~~“Effective Time”), each Share then outstanding (other than any ofShares owned by the ~~conditions~~Company or by Parent, Purchaser, Deltek or any other wholly owned subsidiary of Parent, those Shares accepted for purchase pursuant to the Offer and Shares held by stockholders who have ~~not~~properly ~~been~~and ~~satisfied~~validly orperfected ~~waived,~~appraisal ~~then~~rights ~~Purchaser~~in ~~will~~compliance ~~extend~~in all respects with Section 262 of the ~~Offer~~DGCL) ~~for~~was ~~one~~converted orautomatically ~~more~~into ~~successive~~the ~~periods~~right ofto 10receive ~~business~~from ~~days~~Purchaser an amount in cash, without ~~until~~interest ~~April 2~~and subject to any applicable withholding taxes, ~~2018~~equal to the Offer Price (the “Merger Consideration”), payable to ~~permit~~ the ~~satisfaction~~holder thereof upon surrender of ~~all~~the ~~Offer~~certificate ~~conditions~~formerly representing, or book-entry transfer of, such Share.

The ~~obligation~~aggregate ~~of Purchaser to~~ purchase ~~shares~~price ofpaid ~~Common~~for ~~Stock~~all ~~tendered~~equity insecurities ~~the Offer is subject to customary closing conditions, including (1) shares~~ of ~~Common Stock having been validly tendered and not properly withdrawn prior to~~ the expiration of the Offer that represent, together with the shares of Common Stock then owned by Purchaser and its subsidiaries (if any), at least one share more than half of the then outstanding shares of Common Stock (the “Minimum Condition”), (2) the absence of any law, injunction, judgment or other legal restraint that prohibits the consummation of the Offer or the Merger, (3) the absence of any legal proceeding by and governmental body having authority over Parent, Purchaser or the Company ~~challenging~~was orapproximately ~~seeking~~$70 to restrain or prohibit the consummation of the Offer or the Merger, (4) the accuracy of the Company’s representations and warranties contained in the Merger Agreement (generally subject to Material Adverse Effect (as defined in the Merger Agreement) and materiality qualifiers), (5) the Company’s performance of its obligations, agreements and covenants under the Merger Agreement in all material respects, (6) the absence, since the date of the Merger Agreement, of a Material Adverse Effect, and (7) the Merger Agreement not having been validly terminated in accordance with its termsmillion.

The foregoing summary description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on October 5, 2017, and is incorporated by reference into this Item 2.01.

~~Following~~Item ~~the~~3.01 ~~consummation~~Notice of ~~the~~Delisting ~~Offer, and subject to the satisfaction~~ or ~~waiver~~Failure ~~of certain customary conditions set forth in the Merger Agreement, the Merger will be effected pursuant~~ to ~~the~~Satisfy ~~procedure~~a ~~provided~~Continued ~~for~~Listing byRule ~~Section 251(h) of the General Corporation Law of the State of Delaware (“DGCL”), without a meeting~~ or ~~vote~~Standard; ofTransfer ~~the Company’s stockholders. The Merger will be effected as soon as practicable following the acceptance~~ of ~~the shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer (the “Offer Acceptance Time”)~~Listing.

AtPrior to the Effective Time, ~~(as~~the ~~defined~~Shares inwere listed and traded on the ~~Merger~~NASDAQ ~~Agreement~~Capital Market (“NASDAQ”), ~~each~~under ~~share~~the symbol “ONVI.” In connection with the consummation of ~~Common~~the ~~Stock~~Merger, ~~issued~~the ~~and~~Company ~~outstanding~~requested ~~immediately~~that ~~prior~~NASDAQ tosuspend trading of the ~~Effective~~Shares ~~Time~~at ~~(other than~~the ~~shares~~close ~~(1)~~of business on November ~~held~~17, by2017, remove the ~~Company~~Shares ~~(including~~from aslisting ~~treasury~~on ~~stock)~~NASDAQ, ~~(2)~~and ~~held~~file bya ~~Parent,~~notification ~~Purchaser,~~of orremoval ~~any~~from listing ~~other~~on ~~wholly~~Form ~~owned~~25 ~~subsidiary~~with ofthe ~~Parent,~~SEC ~~including~~with ~~any~~respect ~~shares~~to ~~acquired~~the bydelisting ~~Purchaser~~of inthe Shares and the ~~Offer~~deregistration orof the Shares under Section 12(3b) ~~owned~~ byof ~~any~~the ~~stockholder~~Securities ~~who is~~Exchange ~~entitled~~Act toof ~~demand~~1934, ~~and~~as ~~properly~~amended ~~demands~~ (the ~~appraisal~~“Exchange Act”). Trading of ~~such~~the ~~shares~~Shares inon NASDAQ ~~accordance~~was ~~with~~halted prior to the opening of trading on November 17, ~~and~~2017. inThe ~~compliance~~Company inintends ~~all~~to ~~respects~~file with, the ~~DGCL)~~SEC ~~will~~a becertification ~~automatically~~on ~~cancelled~~Form ~~and~~15 ~~converted~~under ~~into~~ the ~~right~~Exchange toAct, ~~receive~~requesting the ~~Offer~~deregistration ~~Price~~of (the ~~“Merger~~Shares and suspending the Company’s ~~Consideration”),~~reporting ~~without~~obligations ~~interest~~under Sections 13 and ~~subject~~15(d) toof ~~any~~the ~~withholding~~Exchange ~~taxes~~Act.

AsItem of3.03 ~~the~~Material ~~Effective~~Modification ~~Time (1) each outstanding Company stock option, whether or not then vested, will be cancelled in exchange for the right~~ to ~~receive~~Rights ~~an amount in cash, without interest and subject to any withholding taxes, equal to the excess, if any,~~ of ~~the~~Security Merger Consideration over the per share exercise price applicable to such Company stock option, multiplied by the total number of shares subject to such Company stock option, and (2) each outstanding restricted stock unit (“RSU”) award of the Company shall be cancelled in exchange for the right to receive an amount in cash, without interest and subject to any withholding taxes, equal to (a) the Merger Consideration multiplied by (b) the total number of shares of Common Stock subject to the RSU awardHolders.

~~The~~Upon ~~Merger Agreement contains representations and warranties and covenants of~~ the ~~parties~~Effective ~~customary~~Time, ~~for~~holders ~~a transaction~~ of ~~this nature, including an agreement~~Shares ~~that,~~immediately ~~subject~~prior to ~~certain exceptions,~~ the ~~parties~~Effective ~~will~~Time ~~use~~ceased ~~reasonable~~to ~~best~~have ~~efforts~~any torights ~~cause~~as ~~the~~stockholders ~~Offer~~in ~~and~~ the ~~Merger to be consummated. The~~ Company ~~has~~(other ~~also~~than ~~agreed~~the ~~generally~~right ~~(1)~~ to ~~operate~~receive ~~its business in~~ the ~~ordinary~~Merger ~~course~~Consideration). ofThe ~~business consistent~~information ~~with~~set ~~past~~forth ~~practice~~ in ~~all~~Item 2.01, ~~material~~Item 5.01 ~~respects~~ and ~~(2)~~Item ~~not~~5.03 toof ~~solicit~~this Current ~~other~~Report ~~proposals~~on toForm ~~acquire~~8-K ~~the~~is ~~Company~~incorporated orby toreference ~~participate~~into inthis ~~discussions or provide information in connection with other proposals to acquire the Company, subject to certain exceptions~~Item 3.03.

~~Prior~~Item to5.01 ~~the~~Changes ~~Offer~~in ~~Acceptance~~Control ~~Time, the Board may, among other things, (a) change its recommendation that the Company’s stockholders accept the Offer and tender their shares~~ of Common Stock in the Offer, (b) enter into a definitive acquisition agreement providing for a Superior Offer (as defined in the Merger Agreement) or (c) terminate the Merger Agreement to enter into a definitive acquisition agreement providing for a Superior OfferRegistrant.

The ~~Merger~~information ~~Agreement~~set ~~contains~~forth ~~certain~~in ~~termination~~Item 2.01, ~~rights~~Item 5.02 ~~for the Company~~ and ~~Parent~~ Item 5.03 ~~Upon termination~~ of ~~the~~this ~~Merger~~Current ~~Agreement~~Report ~~under~~on ~~specified~~Form ~~circumstances,~~8-K ~~the~~is ~~Company~~incorporated ~~will~~by bereference ~~required~~into tothis ~~pay Parent a termination fee of $4~~Item ~~million~~5.01.

~~The~~As ~~representations,~~a ~~warranties~~result ~~and covenants~~ of the ~~Company~~completion ~~contained in the Merger Agreement have been made solely for the benefit~~ of ~~Parent and Purchaser. In addition, such representations, warranties and covenants (1) have been made only for purposes of~~ the ~~Merger Agreement~~Offer, ~~(2) have been qualified by (~~a~~) matters specifically disclosed in certain reports filed by the Company with the~~ ~~Securities~~change ~~and Exchange Commission (“SEC”) prior to the date~~ of ~~the~~control Merger Agreement (subject to certain exceptions) and (b) confidential disclosures made to Parent and Purchaser in the disclosure schedule delivered in connection with the Merger Agreement, (3) are subject to various materiality qualifications contained in the Merger Agreement, which may differ from what may be viewed as material by investors, (4) were made only as of the ~~date~~Company ofoccurred ~~the~~at ~~Merger Agreement or such other date as is specified in~~ the ~~Merger~~Acceptance ~~Agreement and (5) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact~~Time. ~~Accordingly,~~Upon the ~~Merger Agreement~~consummation ~~is included with this filing only to provide investors with information regarding the terms~~ of the Merger ~~Agreement~~, ~~and not to provide investors with any other factual information regarding~~ the Company orbecame ~~its~~a ~~business.~~wholly Inowned ~~addition,~~subsidiary ~~any such~~of ~~confidential~~Parent. ~~disclosures contain information that modifies, qualifies and creates exceptions to the representations~~

3Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~and~~In ~~warranties~~connection ~~set~~with ~~forth~~the inconsummation of the Merger, ~~Agreement.~~each ~~Investors~~of ~~should~~Jeffrey ~~not~~C. ~~rely~~Ballowe, onJames ~~the~~L. ~~representations~~Brill, ~~warranties~~Roger ~~and~~L. ~~covenants~~Feldman, orRussell ~~any~~Mann, ~~descriptions~~D. ~~thereof~~Van asSkilling ~~characterizations~~and ofGeorge ~~the actual state~~I. ofStoeckert ~~facts~~resigned oras ~~condition~~directors of the ~~Company~~Board orof ~~any~~Directors of ~~its subsidiaries or affiliates. Moreover, information concerning~~ the ~~subject~~Company ~~matter of~~ (the ~~representations~~“Company Board”) and ~~warranties~~from ~~may~~all ~~change~~committees ~~after the date~~ of the ~~Merger~~Company ~~Agreement,~~Board on which ~~subsequent~~such ~~information may~~directors orserved, ~~may~~effective ~~not~~as beof ~~fully reflected in~~ the ~~Company’s~~Effective ~~public disclosures~~Time. ~~The~~Upon ~~Merger~~consummation ~~Agreement~~of ~~should not be read alone~~the Merger, ~~but~~the ~~should~~board ~~instead~~of bedirectors ~~read~~of ~~in conjunction with~~ the ~~other~~Surviving ~~information~~Corporation ~~regarding~~consists ~~the~~of ~~Company that is or will be contained in, or incorporated by reference into,~~ the ~~Forms~~members ~~10-K,~~of ~~Forms 10-Q and other documents that~~ the ~~Company~~board ~~files~~of ~~with~~directors ~~the~~of ~~SEC,~~Purchaser ~~including~~immediately ~~with~~prior ~~regard~~ to the ~~Offer~~Effective ~~and the Merger~~Time.

IfIn connection with the ~~Merger~~consummation isof ~~consummated~~the Merger, ~~the~~each ~~Common~~of ~~Stock~~Russell ~~will~~Mann beand ~~delisted~~Cameron S. Way resigned from each of his offices with the ~~Nasdaq~~Company, ~~Capital~~effective ~~Market~~as ~~and~~of the ~~deregistered~~Effective ~~under~~Time. Upon consummation of the ~~Securities~~Merger, ~~Exchange~~the ~~Act~~officers of ~~1934~~ the Surviving Corporation are the officers of Purchaser immediately prior to the Effective Time.

The ~~foregoing~~information ~~description~~required by Item 5.02 of Form 8-K regarding the ~~Merger~~new ~~Agreement~~directors and ~~the~~officers ~~transactions~~of ~~contemplated~~the ~~thereby~~Surviving Corporation ~~does~~has ~~not~~been ~~purport~~previously todisclosed bein ~~complete~~Schedule ~~and~~A isto ~~subject~~the Offer to Purchase, ~~and qualified~~filed inas ~~its~~Exhibit ~~entirety~~(a)(1)(A) ~~by,~~to the ~~full~~Tender ~~text~~Offer ofStatement ~~the~~on ~~Merger~~Schedule ~~Agreement,~~TO ~~which~~filed isby ~~attached~~Parent ~~hereto~~and asDeltek ~~Exhibit~~on ~~2.1~~October 19, ~~and~~2017 ~~incorporated~~with ~~herein~~the SEC, which information is incorporated by reference into this Item 5.02.

~~On October 5,~~Item ~~2017, the Company issued a press release announcing the entry into the Merger Agreement~~5.03 AAmendments ~~copy of that press release is attached hereto as Exhibit 99.1 and,~~ to ~~the~~Articles ~~extent relating to the announcement~~ of ~~the~~Incorporation ~~entry~~or ~~into~~Bylaws; ~~the~~Change ~~Merger Agreement, is incorporated herein by reference. The press release should be read~~ in ~~conjunction~~Fiscal ~~with the section regarding forward-looking statements, which is included in the text of the press release~~Year.

~~Important~~Pursuant ~~Information~~to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated so as to read in their entirety as set forth in Exhibit 3.1 and 3.2 hereto, respectively, which exhibits are incorporated by reference into this Item 5.03.

~~The~~Item ~~Offer referred to in this document has not yet commenced~~9.01 ~~This~~Financial ~~communication~~Statements ~~is not an offer to purchase or a solicitation of an offer to sell shares of Common Stock. The solicitation~~ and ~~the offer to purchase shares of Common Stock will only be made pursuant to an offer to purchase and related materials that Deltek, Parent and Purchaser intend to file with the SEC~~Exhibits. At the time the Offer is commenced, Deltek, Parent and Purchaser will file a Tender Offer Statement on Schedule TO with the SEC, and soon thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer.

~~STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE SCHEDULE TO~~ (~~INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS~~d) ~~AND~~ ~~THE~~Exhibits SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES THERETO.

Investors may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available), at the SEC’s web site at www.sec.gov or by visiting the Company’s Investor Relations website at ir.onvia.com or by contacting Cameron Way, the Company’s Chief Financial Officer by phone at (206) 373-9034 or by e-mail at investorrelations@onvia.com.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of October 4, 2017, by and among Onvia, Inc., Project Diamond Intermediate Holdings Corp. and Project Olympus Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Onvia, Inc.’s Current Report on Form 8-K filed October 5, 2017 (File No. 001-35164)).

3.1		Amended and Restated Certificate of Incorporation of Onvia, Inc.

3.2		Amended and Restated Bylaws of Onvia, Inc.

~~Forward-Looking~~SIGNATURE ~~Statements~~

~~This~~Pursuant ~~communication contains forward-looking statements in addition~~ to ~~historical~~the ~~and~~requirements ~~other~~of ~~information.~~the ~~The~~Securities ~~Company~~Exchange ~~uses~~Act words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would,” or any variations of ~~these words~~1934, ~~or other words with similar meanings to or that otherwise, identify forward-looking statements. All statements that address activities, events, performance or developments that~~ the ~~Company~~registrant ~~intends,~~has ~~expects~~duly orcaused ~~believes~~this ~~may~~report ~~occur in the future are forward-looking statements. Forward-looking statements may relate~~ to ~~such~~be ~~matters~~signed ason ~~the Offer, the expected timing of~~ its ~~completion~~behalf ~~and the completion of the related transactions, the expected benefits of the Offer and the related transactions, as~~by ~~well as~~ the ~~Company’s~~undersigned ~~industry,~~hereunto ~~business~~duly ~~strategy, goals, projections and expectations~~authorized. ~~The following are some of the factors and uncertainties that could cause actual future results, performance, condition and events to differ, including materially, from those expressed in any~~

4ONVIA, INC. Date: November 17, 2017 By: /s/ Russell Mann Name: Russell Mann Title: Chief Executive Officer

forward-looking statements: (1) uncertainties as to the timing of the proposed transactions relating to the Offer; (2) the risk that the proposed transactions, including the Offer and the Merger, may not be completed in a timely manner or at all; (3) uncertainties as to the percentage of the Company’s stockholders that will support the proposed transactions and tender their shares in the Offer; (4) the possibility that competing offers or acquisition proposals for the Company will be made; (5) the possibility that any or all of the various conditions to the consummation of the proposed transactions may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (6) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement (such as the occurrence of a material adverse effect), including in circumstances that would require the Company to pay a termination fee or other expenses; (7) risks regarding the failure to obtain the necessary financing to complete the proposed transactions; (8) the effect of the announcement or pendency of the proposed transactions on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, and its operating results and business generally; (9) risks related to diverting management’s attention from the Company’s ongoing business operations; (10) the risk that stockholder litigation in connection with the proposed transactions may result in significant costs of defense, indemnification and liability; (11) effects of changes in the general business, political and economic climates; and (12) other factors as set forth from time to time in the Company’s filings with the SEC, including its Form 10-K for the fiscal year ended December 31, 2016, subsequent Form 10-Q filings, and other SEC filings. These forward-looking statements reflect the Company’s expectations as of the date of this communication. Factors or events that could affect the proposed transactions or cause actual events, results or performance to differ, including materially, may emerge from time to time, and it is not possible for the Company to predict all of them. Accordingly, no assurances can be given as to, among other things, whether the proposed transactions will be completed or if any of the other events anticipated by the forward-looking statements will occur or what impact they will have. Any forward-looking statements made by the Company in this communication speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of October 4, 2017, by and among Onvia, Inc., Project Diamond Intermediate Holdings Corp., and Project Olympus Merger Sub, Inc.*
99.1		Onvia, Inc. Press Release dated October 5, 2017.

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.

INDEX TO EXHIBITS

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of October 4, 2017, by and among Onvia, Inc., Project Diamond Intermediate Holdings Corp., and Project Olympus Merger Sub, Inc.*
99.1		Onvia, Inc. Press Release dated October 5, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 5, 2017	ONVIA, INC.
	By:	/s/ Russell Mann
		Russell Mann
		Chief Executive Officer

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