Warburg Pincus & Co. Form 4 YODLEE / Joseph P. Landy 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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X

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^*

Warburg Pincus Private Equity VIII, L.P.

(Last) (First) (Middle)

C/O YODLEE, INC.

3600 BRIDGE PARKWAY, SUITE 200

(Street)

REDWOOD CITY CA 94065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
YODLEE INC [ YDLE ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	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	11/19/2015	11/19/2015	U		8,160,691	D	$11.51(1)	0	I	By Partnership(2)(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

1. Name and Address of Reporting Person^*

Warburg Pincus Private Equity VIII, L.P.

(Last) (First) (Middle)

C/O YODLEE, INC.

3600 BRIDGE PARKWAY, SUITE 200

(Street)

REDWOOD CITY CA 94065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Partners, L.P.

(Last) (First) (Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Partners GP LLC

(Last) (First) (Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WARBURG PINCUS & CO.

(Last) (First) (Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WARBURG PINCUS LLC

(Last) (First) (Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KAYE CHARLES R

(Last) (First) (Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Landy Joseph P.

(Last) (First) (Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

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 $93,929,601.83 and 1,541,553 shares of Envestnet Common Stock.

2. 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").

3. 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.

4. (Continued form footnote 3) 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 Reporting Persons (as defined below). Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Reporting Persons (as defined below).

5. Each of Messrs. Kaye and Landy, together with the WP VIII Funds, WP VIII GP, WP VIII Investors LLC, WP Partners, WP GP LLC, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Reporting Persons". Each Warburg Pincus Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock and this report shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, any of the reporting persons is the beneficial ownership of these securities. The WP VIII Funds, WP VIII GP, WP Partners, WP GP LLC and WP are directors by deputization solely for purposes of Section 16 of the Exchange Act.

6. Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.

Remarks:

	WARBURG PINCUS PRIVATE EQUITY VIII, L.P., By: Warburg Pincus Partners, L.P., its general partner, By: Warburg Pincus Partners GP LLC, its general partner, By: Warburg Pincus & Co., its managing partner, By: /s/ Robert B. Knauss, Partner	11/23/2015
	WARBURG PINCUS PARTNERS, L.P., By: Warburg Pincus Partners GP LLC, its General Partner, By: Warburg Pincus & Co., its managing partner, By: /s/ Robert B. Knauss, Partner	11/23/2015
	WARBURG PINCUS PARTNERS GP LLC, By: Warburg Pincus & Co., its managing partner, By: /s/ Robert B. Knauss, Partner	11/23/2015
	WARBURG PINCUS & CO., By: /s/ Robert B. Knauss, Partner	11/23/2015
	WARBURG PINCUS LLC, By: /s/ Robert B. Knauss, Managing Director	11/23/2015
	CHARLES R. KAYE, By: /s/ Robert B. Knauss, Attorney-in-Fact	11/23/2015
	JOSEPH P. LANDY, By: /s/ Robert B. Knauss, Attorney-in-Fact	11/23/2015
	** Signature of Reporting Person	Date
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