Yodlee (YDLE) Form 4 YODLEE / MARK JUNG ownership change

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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X

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^*

JUNG MARK

(Last) (First) (Middle)

C/O YODLEE, INC.

3600 BRIDGE PARKWAY, SUITE 200

(Street)

REDWOOD CITY CA 94065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
YODLEE INC [ YDLE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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. 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		1,968	D	$11.51(1)	0	D

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	$12	11/19/2015	11/19/2015	D			21,598	11/15/2015	09/16/2024	Common Stock	21,598	$0.00	0(2)	D
Right to Buy (Common Stock	$14.19	11/19/2015	11/19/2015	D			11,434	11/19/2015	06/01/2025	Common Stock	11,434	$0.00	0(3)	D
Restricted Stock Unit	$0.001(4)	11/19/2015	11/19/2015	D			3,935	11/15/2015	04/01/2017	Common Stock	3,935	$0.00	0(5)	D
Restricted Stock Unit	$0.001(4)	11/19/2015	11/19/2015	D			3,177	11/19/2015	05/21/2016	Common Stock	3,177	$0.00	0(6)	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 $22,651.68 and 371 shares of Envestnet Common Stock.

2. As a result of the Merger, the option became fully vested and exercisable. 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 15,065 shares of Issuer common stock were withheld to satisfy the applicable exercise price, and 6,563 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $75,194.83 and (ii) 1,234 shares of Envestnet common stock.

3. As a result of the Merger, the option became fully vested and exercisable. 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 9,277 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.

4. Represents par value of YDLE common stock.

5. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this restricted stock unit was not assumed by Envestnet and 3,935 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $45,291.85 and (ii) 743 shares of Envestnet common stock.

6. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this restricted stock unit was not assumed by Envestnet and 3,177 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $36,567.27 and (ii) 600 shares of Envestnet common stock.

Remarks:

	/s/ Marc Blouin Atty-in-Fact for Mark Jung	11/23/2015
	** Signature of Reporting Person	Date
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