| 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 ELLIE MAE INC [ ELLI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/17/2019 | ||||||||||||||||||||||||||
| 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 | 04/17/2019 | D | 7,117(1) | D | $99 | 0 | D | |||
| Common Stock | 04/17/2019 | D | 40,000(2) | D | $99 | 0 | I | Anderman Fy Fndtn(3) | ||
| Common Stock | 04/17/2019 | D | 10,000(2) | D | $99 | 0 | I | by 401(k) Plan | ||
| Common Stock | 04/17/2019 | D | 28,906(2) | D | $99 | 0 | I | by Trust | ||
| 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $5.02 | 04/17/2019 | D | 18,081 | (4) | 08/17/2021 | Common Stock | 18,081 | $99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $8.85 | 04/17/2019 | D | 230 | (4) | 08/26/2020 | Common Stock | 230 | $99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $8.85 | 04/17/2019 | D | 2,605 | (4) | 09/16/2020 | Common Stock | 2,605 | $99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $19.6 | 04/17/2019 | D | 50,000 | (4) | 02/04/2023 | Common Stock | 50,000 | $99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $24.93 | 04/17/2019 | D | 50,000 | (4) | 02/05/2024 | Common Stock | 50,000 | $99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $40.32 | 04/17/2019 | D | 76,648 | (4) | 12/31/2024 | Common Stock | 76,648 | $99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $40.33 | 04/17/2019 | D | 71,648 | (4) | 01/05/2025 | Common Stock | 71,648 | $99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $59.78 | 04/17/2019 | D | 14,506 | (4) | 02/10/2026 | Common Stock | 14,506 | $99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $73.11 | 04/17/2019 | D | 5,082 | (4) | 01/18/2029 | Common Stock | 5,082 | $99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $92.28 | 04/17/2019 | D | 4,641 | (4) | 02/21/2028 | Common Stock | 4,641 | $99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $94.66 | 04/17/2019 | D | 6,601 | (4) | 02/15/2027 | Common Stock | 6,601 | $99 | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award that was still subject to performance-based vesting became vested with respect to a number of shares subject to such award calculated in accordance with the award's existing terms and all outstanding restricted unit award was cancelled and converted into the right to receive $99.00 in cash in respect of each vested share subject to such award. |
| 2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 11, 2019, by and among Ellie Mae, Inc., a Delaware corporation ("Issuer"), EM Eagle Purchaser, LLC, a Delaware limited liability company ("Parent") and EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on April 17, 2019, Merger Sub merged with and into Issuer (the "Merger"), with Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger ("Effective Time") each share of Common Stock was cancelled and converted into the right to receive $99.00 in cash, without interest. |
| 3. Shares held in Anderman Family Foundation. |
| 4. Pursuant to the Merger Agreement, at the Effective Time, each stock option, whether vested or unvested, was cancelled and automatically converted into the right to receive a cash amount equal to (i) the aggregate number of shares subject to such option multiplied by (ii) $99.00 less the applicable per share exercise price under such option. |
| /s/ Sigmund Anderman | 04/17/2019 | |
| ** 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. | ||
