SEC FORM 4

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^*

Charter Legacy, LLC

(Last)

(First)

(Middle)

C/O C.M. CAPITAL CORP.

525 UNIVERSITY AVENUE, SUITE 1400

(Street)

PALO ALTO

94301

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/20/2011		C		666,666	A	⁽¹⁾	666,666	I	See footnote⁽²⁾
Common Stock	04/20/2011		C		637,586	A	⁽¹⁾	1,304,252	I	See footnote⁽²⁾
Common Stock	04/20/2011		C		160,133	A	⁽¹⁾	1,464,385	I	See footnote⁽²⁾
Common Stock	04/20/2011		C		296,622	A	⁽¹⁾	1,761,007	I	See footnote⁽²⁾
Common Stock	04/20/2011		C		363,373	A	⁽¹⁾	2,124,380	I	See footnote⁽²⁾
Common Stock	04/20/2011		C		163,539	A	⁽¹⁾	2,287,919	I	See footnote⁽²⁾
Common Stock	04/20/2011		X		83,333⁽³⁾	A	$3	2,371,252	I	See footnote⁽²⁾
Common Stock	04/20/2011		S		41,667⁽³⁾	D	$6	2,329,585	I	See footnote⁽²⁾
Common Stock	04/20/2011		S		553,841⁽⁴⁾	D	$6	1,775,744	I	See footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	04/20/2011		C			666,666	⁽¹⁾	⁽¹⁾	Common Stock	666,666	⁽¹⁾	0	I	See footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	04/20/2011		C			637,586	⁽¹⁾	⁽¹⁾	Common Stock	637,586	⁽¹⁾	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	04/20/2011		C			160,133	⁽¹⁾	⁽¹⁾	Common Stock	160,133	⁽¹⁾	0	I	See footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	04/20/2011		C			296,622	⁽¹⁾	⁽¹⁾	Common Stock	296,622	⁽¹⁾	0	I	See footnote⁽²⁾
Series E Preferred Stock	⁽¹⁾	04/20/2011		C			363,373	⁽¹⁾	⁽¹⁾	Common Stock	363,373	⁽¹⁾	0	I	See footnote⁽²⁾
Series F Preferred Stock	⁽¹⁾	04/20/2011		C			163,539	⁽¹⁾	⁽¹⁾	Common Stock	163,539	⁽¹⁾	0	I	See footnote⁽²⁾
Common Stock Warrant	$3	04/20/2011		X			17,730	07/13/2001	⁽⁵⁾	Common Stock	17,730	$3	0	I	See footnote⁽²⁾
Common Stock Warrant	$3	04/20/2011		X			17,730	08/15/2001	⁽⁵⁾	Common Stock	17,730	$3	0	I	See footnote⁽²⁾
Common Stock Warrant	$3	04/20/2011		X			47,873	10/01/2001	⁽⁵⁾	Common Stock	47,783	$3	0	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

Charter Legacy, LLC

(Last)

(First)

(Middle)

C/O C.M. CAPITAL CORP.

525 UNIVERSITY AVENUE, SUITE 1400

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CMC Master Fund, L.P.

(Last)

(First)

(Middle)

C/O C.M. CAPITAL CORP.

525 UNIVERSITY AVENUE, SUITE 1400

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

C.M. Capital Advisors, LLC

(Last)

(First)

(Middle)

C/O C.M. CAPITAL CORP.

525 UNIVERSITY AVENUE, SUITE 1400

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

C.M. Capital Corp

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 1400

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering on April 20, 2011, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock (collectively, the "Preferred Shares") converted automatically into shares of the Issuer's Common Stock. The Preferred Shares converted on a one-to-one basis into Common Stock, without payment of additional consideration. The Preferred Shares were convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's initial public offering and had no expiration date.

2. The reported securities are held of record by Charter Legacy, LLC. Charter Legacy, LLC is a wholly owned investment vehicle of the CMC Master Fund, L.P. C.M. Capital Advisors, LLC is the fund manager of CMC Master Fund, L.P. and the manager of Charter Legacy, LLC. The sole member of C.M. Capital Advisors, LLC is C.M. Capital Corp.

3. These shares reflect the combined net exercise of the warrants for Common Stock pursuant to the terms of the warrants into 41,666 shares of the Issuer's Common Stock.

4. Shares sold as part of the initial public offering, including shares sold as part of the partial exercise of the underwriters' overallotment option.

5. Pursuant to their terms, the warrants would terminate at the closing of the Issuer's initial public offering. The holder elected to net exercise the warrants contingent upon and effective immediately prior to the closing of the Issuer's initial public offering of Common Stock.

	/s/ Elizabeth Hammack, Authorized Officer	04/21/2011
	** Signature of Reporting Person	Date
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