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 | ||||||
| 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 | $8.5 | 11/19/2015 | 11/19/2015 | D | 337,082 | 04/25/2014 | 04/30/2023 | Common Stock | 337,082 | $0.00 | 0(1) | D | |||
| Right to Buy (Common Stock | $12 | 11/19/2015 | 11/19/2015 | D | 31,440 | 04/30/2014 | 04/01/2024 | Common Stock | 31,440 | $0.00 | 0(2) | D | |||
| Right to Buy (Common Stock | $13 | 11/19/2015 | 11/19/2015 | D | 91,800 | 03/24/2015 | 03/02/2025 | Common Stock | 91,800 | $0.00 | 0(3) | D | |||
| Restricted Stock Unit | $0.001(4) | 11/19/2015 | 11/19/2015 | D | 6,445 | 05/15/2015 | 05/15/2019 | Common Stock | 6,445 | $0.00 | 0(5) | D | |||
| Restricted Stock Unit | $0.001(4) | 11/19/2015 | 11/19/2015 | D | 37,900 | 11/19/2015 | 02/24/2020 | Common Stock | 37,900 | $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") the vested portion of this option covering 224,580 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 162,530 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 62,050 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $714,195.50 and (ii) 11,721 shares of Envestnet common stock. The unvested portion of this option covering 112,502 shares of Issuer common stock was assumed and exchanged for an award of 31,957 restricted shares of Envestnet common stock. |
| 2. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 17,193 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 14,292 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,901 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $33,390.51 and (ii) 548 shares of Envestnet common stock. The unvested portion of this option covering 14,247 shares of Issuer common stock was assumed and exchanged for an award of 2,472 restricted shares of Envestnet common stock. |
| 3. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 34,425 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 29,674 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 4,751 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $54,684.01 and (ii) 897 shares of Envestnet common stock. The unvested portion of this option covering 57,375 shares of Issuer common stock was assumed and exchanged for an award of 8,140 restricted shares of Envestnet common stock. |
| 4. Represents par value of Issuer's common stock. |
| 5. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 1,611 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 745 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 866 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $9,967.66 and (ii) 164 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 4,834 shares of Issuer common stock was assumed and exchanged for an award of 2,672 restricted shares of Envestnet common stock. |
| 6. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 9,475 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 4,383 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 5,092 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $58,608.92 and (ii) 962 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 28,425 shares of Issuer common stock was assumed and exchanged for an award of 15,708 restricted shares of Envestnet common stock. |
| Remarks: |
| /s/ Marc Blouin Atty-in-Fact for Michael Armsby | 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. | ||