SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol YODLEE INC [ YDLE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/19/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/19/2015 | 11/19/2015 | U | 6,829 | D | $11.51(1) | 0 | D | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Right to Buy (Common Stock | $3.3 | 11/19/2015 | 11/19/2015 | D | 4,448 | 02/01/2008 | 09/19/2016 | Common Stock | 4,448 | $0.00 | 0(2) | D | |||
| Right to Buy (Common Stock | $3.3 | 11/19/2015 | 11/19/2015 | D | 5,500 | 04/06/2008 | 03/06/2018 | Common Stock | 5,500 | $0.00 | 0(3) | D | |||
| Right to Buy (Common Stock | $3.3 | 11/19/2015 | 11/19/2015 | D | 12,000 | 07/01/2009 | 07/02/2019 | Common Stock | 12,000 | $0.00 | 0(4) | D | |||
| Right to Buy (Common Stock | $4.4 | 11/19/2015 | 11/19/2015 | D | 22,902 | 03/02/2010 | 02/01/2020 | Common Stock | 22,902 | $0.00 | 0(5) | D | |||
| Right to Buy (Common Stock | $6.3 | 11/19/2015 | 11/19/2015 | D | 4,000 | 04/23/2011 | 03/23/2021 | Common Stock | 4,000 | $0.00 | 0(6) | D | |||
| Right to Buy (Common Stock | $6.9 | 11/19/2015 | 11/19/2015 | D | 14,999 | 06/16/2012 | 05/16/2022 | Common Stock | 14,999 | $0.00 | 0(7) | D | |||
| Right to Buy (Common Stock | $8.5 | 11/19/2015 | 11/19/2015 | D | 22,500 | 05/01/2013 | 04/09/2023 | Common Stock | 22,500 | $0.00 | 0(8) | D | |||
| Right to Buy (Common Stock | $12 | 11/19/2015 | 11/19/2015 | D | 33,280 | 04/30/2014 | 04/01/2024 | Common Stock | 33,280 | $0.00 | 0(9) | D | |||
| Right to Buy (Common Stock | $13 | 11/19/2015 | 11/19/2015 | D | 35,061 | 03/24/2015 | 03/02/2025 | Common Stock | 35,061 | $0.00 | 0(10) | D | |||
| Restricted Stock Unit | $0.001(11) | 11/19/2015 | 11/19/2015 | D | 4,688 | 04/08/2015 | 04/08/2017 | Common Stock | 4,688 | $0.00 | 0(12) | D | |||
| Restricted Stock Unit | $0.001(11) | 11/19/2015 | 11/19/2015 | D | 6,822 | 05/15/2015 | 05/15/2019 | Common Stock | 6,822 | $0.00 | 0(13) | D | |||
| Restricted Stock Unit | $0.001(11) | 11/19/2015 | 11/19/2015 | D | 14,498 | 11/19/2015 | 02/24/2020 | Common Stock | 14,498 | $0.00 | 0(14) | D | |||
| Explanation of Responses: |
| 1. Pursuant to the terms of the Agreement and Plan of Merger dated August 10, 2015 by and among Envestnet, Inc. ("Envestnet"), Yale Merger Corp ("Merger Sub") and the Issuer (the "Merger Agreement"), Merger Sub merged with and into the Issuer (the "Merger"), and the Reporting Person received $78,601.79 and 1,290 shares of Envestnet Common Stock. |
| 2. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 2,291 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 2,157 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $24,827.07 and (ii) 407 shares of Envestnet common stock. |
| 3. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 2,833 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 2,667 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $30,697.17 and (ii) 504 shares of Envestnet common stock. |
| 4. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 6,180 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 5,820 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $66,988.20 and (ii) 1,099 shares of Envestnet common stock. |
| 5. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 12,656 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 10,246 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $117,931.46 and (ii) 1,935 shares of Envestnet common stock. |
| 6. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 2,470 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 1,530 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $17,610.30 and (ii) 289 shares of Envestnet common stock. |
| 7. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 13,592 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 8,673 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 4,919 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $56,617.69 and (ii) 929 shares of Envestnet common stock. The unvested portion of this option covering 1,407 shares of Issuer common stock was assumed and exchanged for an award of 472 restricted shares of Envestnet common stock. |
| 8. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 16,523 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 11,447 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 5,076 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $58,424.76 and (ii) 959 shares of Envestnet common stock. The unvested portion of this option covering 5,977 shares of Issuer common stock was assumed and exchanged for an award of 1,699 restricted shares of Envestnet common stock. |
| 9. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 18,199 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 14,784 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,415 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $39,306.65 and (ii) 645 shares of Envestnet common stock. The unvested portion of this option covering 15,081 shares of Issuer common stock was assumed and exchanged for an award of 2,617 restricted shares of Envestnet common stock. |
| 10. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 13,148 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 11,131 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,017 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $23,215.67 and (ii) 381 shares of Envestnet common stock. The unvested portion of this option covering 21,913 shares of Issuer common stock was assumed and exchanged for an award of 3,110 restricted shares of Envestnet common stock. |
| 11. Represents par value of Issuer's common stock. |
| 12. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 1,172 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 471 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 701 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $8,068.51 and (ii) 132 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 3,516 shares of Issuer common stock was assumed and exchanged for an award of 1,943 restricted shares of Envestnet common stock. |
| 13. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 1,705 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 686 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 1,019 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $11,728.69 and (ii) 192 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 5,117 shares of Issuer common stock was assumed and exchanged for an award of 2,828 restricted shares of Envestnet common stock. |
| 14. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 3,624 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 1,456 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,168 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $24,953.68 and (ii) 410 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 10,874 shares of Issuer common stock was assumed and exchanged for an award of 6,009 restricted shares of Envestnet common stock |
| Remarks: |
| /s/ Marc Blouin Atty-in-Fact for Timothy O'Brien | 11/23/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||