Sigmund Anderman Form 4 ELLIE MAE / Sigmund Anderman 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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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^*

Anderman Sigmund

(Last) (First) (Middle)

C/O ELLIE MAE, INC.

4420 ROSEWOOD DRIVE, SUITE 500

(Street)

PLEASANTON CA 94588

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ELLIE MAE INC [ ELLI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Founder & Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2016

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	12/29/2016		G	V	1,588(1)	D	$0.00(1)	0	I	Sig GRAT 2014
Common Stock	12/29/2016		G	V	3,447(2)	D	$0.00(2)	0	I	Susan GRAT 2014
Common Stock	12/29/2016		G	V	1,588(1)	A	$0.00(1)	213,810	I	by Trust(3)
Common Stock	12/29/2016		G	V	3,447(2)	A	$0.00(2)	217,257	I	by Trust(3)
Common Stock	01/03/2017		F(4)		17,123	D	$84.66(4)	140,751	D
Common Stock								10,000	I	by 401(k) Plan

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

Explanation of Responses:

1. On December 29, 2016, Sig GRAT 2014 transferred 1,588 shares of Common Stock to the Trust (as defined in Footnote 3).

2. On December 29, 2016, Susan GRAT 2014 transferred 3,447 shares of Common Stock to the Trust (as defined in Footnote 3).

3. These shares are held by Sigmund Anderman, Trustee of the Sigmund and Susan Anderman Family Trust dated March 3, 2006 (the "Trust").

4. Represents shares of common stock withheld by the Issuer in payment of the withholding tax liability incurred upon the vesting of performance restricted stock units. The amount of shares withheld is based on the closing price of ELLI on January 3, 2017.

Remarks:

	/s/ LeeAnn Linck, as Attorney-in-Fact for Sigmund Anderman	01/05/2017
	** 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).
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