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) 05/21/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 05/21/2015 | 05/21/2015 | M | 3,448 | A | $0.001(1) | 3,448 | D | ||
| Common Stock | 8,160,691 | I | See Footnotes(2)(3)(4) | |||||||
| 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 | ||||||||
| Restricted Stock Unit | $0.001(1) | 05/21/2015 | 05/21/2015 | M | 3,448 | (5) | (5) | Common Stock | 3,448 | $0.00 | 0 | D | |||
| Stock Option (Right to buy) | $13.71 | 05/21/2015 | 05/21/2015 | A | 11,434 | (6) | (6) | Common Stock | 11,434 | $0.00 | 11,434 | D | |||
| Restricted Stock Unit | $0.001(1) | 05/21/2015 | 05/21/2015 | A | 3,177 | (7) | (7) | Common Stock | 3,177 | $0.00 | 3,177 | D | |||
| Explanation of Responses: |
| 1. Represents par value of Yodlee, Inc. common stock. |
| 2. Includes 7,908,536 shares held by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), 229,237 shares held by Warburg Pincus Netherlands Private Equity VIII C.V. I, a Netherlands commanditaire vennootschap ("WP VIII Netherlands"), and 22,918 shares held by WP-WP VIII Investors, L.P., a Delaware limited partnership ("WP VIII Investors", and together with WP VIII and WP VIII Netherlands, the "WP VIII Funds") continued below. |
| 3. 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 the general partner of WP VIII and WP VIII Netherlands and the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP GP LLC"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP GP LLC and Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP VIII Funds. |
| 4. The reporting person is a partner of WP and a member and managing director of WP LLC, and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| 5. 100% of the restricted stock unit granted on December 1, 2014 became vested and exercisable on May 21, 2016 and shares were delivered to reporting person on the vest date. |
| 6. 100% of the shares subject to the option shall become vested and exercisable on the earlier of May 21, 2016 or the date of the issuer's annual meeting of stockholders in 2016. |
| 7. 100% of the restricted stock unit shall become vested and exercisable on the earlier of May 21, 2106 or the date of the issuer's annual meeting of stockholders in 2016. |
| /s/ Patrick T. Hackett | 05/26/2015 | |
| ** 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. | ||