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 | 3,448 | D | $11.51(1) | 0 | D | ||
| Common Stock | 11/19/2015 | 11/19/2015 | U | 8,160,691 | D | $11.51(2) | 0 | I | See footnotes(3)(4)(5)(6) | |
| 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 | $11.6 | 11/19/2015 | 11/19/2015 | D | 12,601 | 12/01/2015 | 12/01/2024 | Common Stock | 12,601 | $0.00 | 0(7) | 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(8) | D | |||
| Restricted Stock Unit | $0.001(9) | 11/19/2015 | 11/19/2015 | D | 3,177 | 11/19/2015 | 06/01/2016 | Common Stock | 3,177 | $0.00 | 0(10) | 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 $39,696.84 and 651 shares of Envestnet Common Stock. |
| 2. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the Reporting Person received $93,929,601.83 and 1,541,553 shares of Envestnet Common Stock. |
| 3. Shares are held directly by Warburg Pincus Private Equity VIII L.P., a Delaware limited partnership ("WP VIII") and two of its affiliates (i) WP-WP VIII Investors, L.P., a Delaware limited partnership ("WP VIII Investors") and (ii) Warburg Pincus Netherlands Private Equity VIII I C.V., a company incorporated under the laws of the Netherlands ("WP VIII Netherlands", WP VIII and WP VIII Investors, the "WP VIII Funds"). |
| 4. The stockholders are Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), and its two affiliated funds, Warburg Pincus Netherlands Private Equity VIII C.V. I, a Netherlands commanditaire vennootschap ("WP VIII Netherlands"), and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP VIII Investors", and together with WP VIII and WP VIII Netherlands, the "WP VIII Funds"). WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP VIII Investors GP"), is the general partner of WP VIII Investors. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP VIII Investors GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII and WP VIII Netherlands. |
| 5. (Continued from footnote 4) Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP VIII Funds. Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities. |
| 6. Patrick T. Hackett, a director of the Company, is a Partner of WP and a Member and Managing Director of WP LLC. All shares indicated as owned by Mr. Hackett are included because of his affiliation with the Warburg Pincus entities. Mr. Hackett disclaims beneficial ownership of all shares held by the Warburg Pincus entities. |
| 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 8,357 shares of Issuer common stock were withheld to satisfy the applicable exercise price, and 4,244 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $48,870.33 and (ii) 801 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 9,277 shares of Issuer common stock were withheld to satisfy the applicable exercise price, and 2,157 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $24,841.54 and (ii) 407 shares of Envestnet common stock. |
| 9. Represents par value of YDLE common stock. |
| 10. 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 $36,571.55 and (ii) 600 shares of Envestnet common stock. |
| Remarks: |
| /s/ Timothy J. Curt, Attorney-in-Fact for Patrick T. Hackett | 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. | ||