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 | 39,409 | 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 | $3.3 | 11/19/2015 | 11/19/2015 | D | 5,000 | 04/01/2006 | 03/16/2016 | Common Stock | 5,000 | $0.00 | 0(2) | D | |||
| Right to Buy (Common Stock | $3.3 | 11/19/2015 | 11/19/2015 | D | 5,142 | 05/29/2009 | 04/29/2019 | Common Stock | 5,142 | $0.00 | 0(3) | D | |||
| Right to Buy (Common Stock | $4.4 | 11/19/2015 | 11/19/2015 | D | 5,514 | 03/02/2010 | 02/01/2020 | Common Stock | 5,514 | $0.00 | 0(4) | D | |||
| Right to Buy (Common Stock | $6.3 | 11/19/2015 | 11/19/2015 | D | 3,347 | 04/23/2011 | 03/23/2021 | Common Stock | 3,347 | $0.00 | 0(5) | D | |||
| Right to Buy (Common Stock | $6.9 | 11/19/2015 | 11/19/2015 | D | 7,182 | 06/16/2012 | 05/16/2022 | Common Stock | 7,182 | $0.00 | 0(6) | D | |||
| Right to Buy (Common Stock | $8.5 | 11/19/2015 | 11/19/2015 | D | 7,500 | 05/01/2013 | 04/09/2023 | Common Stock | 7,500 | $0.00 | 0(7) | D | |||
| Right to Buy (Common Stock | $12 | 11/19/2015 | 11/19/2015 | D | 8,815 | 05/15/2015 | 04/09/2023 | Common Stock | 8,815 | $0.00 | 0(8) | 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(9) | D | |||
| Restricted Stock Unit | $0.001(10) | 11/19/2015 | 11/19/2015 | D | 3,177 | 11/19/2015 | 05/21/2016 | Common Stock | 3,177 | $0.00 | 0(11) | 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 $453,597.59 and 7,444 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 943 shares of Issuer common stock were withheld to satisfy the applicable exercise price, and 4,057 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $46,696.07 and (ii) 766 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 970 shares of Issuer common stock were withheld to satisfy the applicable exercise price, and4,172 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $48,019.72 and (ii)788 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 1,387 shares of Issuer common stock were withheld to satisfy the applicable exercise price, and 4,127 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $47,501.77 and (ii) 780 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 1,206 shares of Issuer common stock were withheld to satisfy the applicable exercise price, and 2,141 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $24,642.91 and (ii) 404shares of Envestnet common stock. |
| 6. 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 2,833 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 4,349 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $50,056.99 and (ii) 822 shares of Envestnet common stock. |
| 7. 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 3,645 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 3,855 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $44,371.05 and (ii) 728 shares of Envestnet common stock. |
| 8. 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 6,048shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 2,767 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $31,848.17 and (ii) 523 shares of Envestnet common stock. |
| 9. 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. |
| 10. Represents par value of YDLE common stock. |
| 11. 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 William H Harris Jr. | 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. | ||