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 |
| |||||||||||||||
| 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)
| ||||||||||||||||||||||||
| 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)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/19/2015 | 11/19/2015 | U | 241,090 | D | $11.51(1) | 0 | D | ||
| Common Stock | 11/19/2015 | 11/19/2015 | U | 725 | D | $11.51(2) | 0 | I | By Trust for child #1(3) | |
| Common Stock | 11/19/2015 | 11/19/2015 | U | 725 | D | $11.51(2) | 0 | I | By Trust for child #2(3) | |
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of 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 | 100,000 | 10/19/2006 | 09/19/2016 | Common Stock | 100,000 | $0.00 | 0(4) | D | |||
| Right to Buy (Common Stock | $3.3 | 11/19/2015 | 11/19/2015 | D | 42,050 | 04/06/2008 | 03/06/2018 | Common Stock | 42,050 | $0.00 | 0(5) | D | |||
| Right to Buy (Common Stock | $3.3 | 11/19/2015 | 11/19/2015 | D | 130,000 | 04/06/2008 | 03/06/2018 | Common Stock | 130,000 | $0.00 | 0(6) | D | |||
| Right to Buy (Common Stock | $3.3 | 11/19/2015 | 11/19/2015 | D | 52,260 | 07/02/2009 | 07/02/2019 | Common Stock | 52,260 | $0.00 | 0(7) | D | |||
| Right to Buy (Common Stock | $3.3 | 11/19/2015 | 11/19/2015 | D | 9,990 | 07/29/2009 | 07/29/2019 | Common Stock | 9,990 | $0.00 | 0(8) | D | |||
| Right to Buy (Common Stock | $4.4 | 11/19/2015 | 11/19/2015 | D | 91,360 | 03/02/2010 | 02/02/2020 | Common Stock | 91,360 | $0.00 | 0(9) | D | |||
| Right to Buy (Common Stock | $6.3 | 11/19/2015 | 11/19/2015 | D | 25,000 | 04/23/2011 | 03/23/2021 | Common Stock | 25,000 | $0.00 | 0(10) | D | |||
| Right to Buy (Common Stock | $6.9 | 11/19/2015 | 11/19/2015 | D | 60,000 | 06/16/2012 | 05/16/2022 | Common Stock | 60,000 | $0.00 | 0(11) | D | |||
| Right to Buy (Common Stock | $8.5 | 11/19/2015 | 11/19/2015 | D | 90,000 | 05/01/2013 | 04/09/2023 | Common Stock | 90,000 | $0.00 | 0(12) | D | |||
| Right to Buy (Common Stock | $12 | 11/19/2015 | 11/19/2015 | D | 143,200 | 04/30/2014 | 04/01/2024 | Common Stock | 143,200 | $0.00 | 0(13) | D | |||
| Right to Buy (Common Stock | $13 | 11/19/2015 | 11/19/2015 | D | 234,386 | 03/24/2015 | 03/02/2025 | Common Stock | 234,386 | $0.00 | 0(14) | D | |||
| Restricted Stock Unit | $0.001(15) | 11/19/2015 | 11/19/2015 | D | 18,750 | 04/08/2015 | 04/08/2017 | Common Stock | 18,750 | $0.00 | 0(16) | D | |||
| Restricted Stock Unit | $0.001(15) | 11/19/2015 | 11/19/2015 | D | 29,325 | 05/15/2015 | 05/15/2018 | Common Stock | 29,325 | $0.00 | 0(17) | D | |||
| Restricted Stock Unit | $0.001(15) | 11/19/2015 | 11/19/2015 | D | 96,919 | 11/19/2015 | 02/24/2018 | Common Stock | 96,919 | $0.00 | 0(18) | 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 $2,774,945.90 and 45,541 shares of Envestnet Common Stock. |
| 2. Pursuant to the terms of the Merger Agreement and in connection with the Merger, and each of the trusts for the benefit of a child of the reporting person received $8,344.75 and 136 shares of Envestnet Common Stock. |
| 3. These shares are held in trust for the benefit of a child of the reporting person for which the reporting person serves as trustee. The reporting person shares voting and investment control over the shares but disclaims beneficial ownership of the shares. |
| 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 59,683 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 40,137 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $461,976.87 and (ii) 7,582 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 25,172 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 16,878 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $194,265.78 and (ii) 3,188 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 77,822 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 52,178 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $600,568.78 and (ii) 9,856 shares of Envestnet common stock. |
| 7. 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 31,284 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 20,976 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $241,433.76 and (ii) 3,962 shares of Envestnet common stock. |
| 8. 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 5,980 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 4,010 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $46,155.10 and (ii) 757 shares of Envestnet common stock. |
| 9. 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 57,703 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 33,927 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $390,499.77 and (ii) 6,409 shares of Envestnet common stock. |
| 10. 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 17,087 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 7,913 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $91,078.63 and (ii) 1,495 shares of Envestnet common stock. |
| 11. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 54,374 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 38,086 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 16,288 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $187,474.88 and (ii) 3,077 shares of Envestnet common stock. The unvested portion of this option covering 5,626 shares of Issuer common stock was assumed and exchanged for an award of 944 restricted shares of Envestnet common stock. |
| 12. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 66,093 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 49,286 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 16,807 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $193,448.57 and (ii) 3,175 shares of Envestnet common stock. The unvested portion of this option covering 23,907 shares of Issuer common stock was assumed and exchanged for an award of 6,791 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 option covering 78,312 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 66,150 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 12,162 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $139,984.62 and (ii) 2,297 shares of Envestnet common stock. The unvested portion of this option covering 64,888 shares of Issuer common stock was assumed and exchanged for an award of 11,257 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 option covering 87,894 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 76,731shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 11,163 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $128,486.13 and (ii) 2,109 shares of Envestnet common stock. The unvested portion of this option covering 146,492 shares of Issuer common stock was assumed and exchanged for an award of 20,783 restricted shares of Envestnet common stock. |
| 15. Represents par value of Issuer's common stock. |
| 16. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 4,687 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 2,368 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,319 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $26,691.69 and (ii) 438 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 14,063 shares of Issuer common stock was assumed and exchanged for an award of 7,772 restricted shares of Envestnet common stock. |
| 17. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 7,331 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 3,704 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,627 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $41,746.77 and (ii) 685 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 21,944 shares of Issuer common stock was assumed and exchanged for an award of 12,154 restricted shares of Envestnet common stock. |
| 18. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 24,229 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 12,248 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 11,981 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $137,901.31 and (ii) 2,263 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 72,690 shares of Issuer common stock was assumed and exchanged for an award of 40,169 restricted shares of Envestnet common stock. |
| Remarks: |
| /s/ Marc Blouin Atty-in-Fact for Anil Arora | 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. | ||