SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Polverari Joseph (Last) (First) (Middle) C/O YODLEE, INC. 3600 BRIDGE PARKWAY, SUITE 200 (Street) REDWOOD CITY CA 94065 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/02/2014	3. Issuer Name and Ticker or Trading Symbol YODLEE INC [ YDLE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,420	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)(1)	03/17/2005	02/17/2015	Common Stock	25,000	$3.3	D
Employee Stock Option (Right to Buy)(1)	10/22/2005	10/01/2015	Common Stock	20,000	$3.3	D
Employee Stock Option (Right to Buy)(1)	02/01/2008	09/19/2016	Common Stock	50,000	$3.3	D
Employee Stock Option (Right to Buy)(1)	04/06/2008	03/06/2018	Common Stock	47,500	$3.3	D
Employee Stock Option (Right to Buy)(1)	07/01/2009	07/02/2019	Common Stock	26,400	$3.3	D
Employee Stock Option (Right to Buy)(1)	03/02/2010	02/01/2020	Common Stock	33,902	$4.4	D
Employee Stock Option (Right to Buy)(2)(9)	04/23/2011	03/23/2021	Common Stock	9,000	$6.3	D
Employee Stock Option (Right to Buy)(3)(9)	06/16/2012	05/16/2022	Common Stock	29,999	$6.9	D
Employee Stock Option (Right to Buy)(4)(9)	05/01/2013	04/09/2023	Common Stock	25,000	$8.5	D
Employee Stock Option (Right to Buy)(5)(9)	04/30/2014	04/01/2024	Common Stock	33,280	$12	D
Restricted Stock Unit	(6)	(6)	Common Stock	15,000	$0.001(7)	D
Restricted Stock Unit	(8)	(8)	Common Stock	9,096	$0.001(7)	D

Explanation of Responses:

1. 100% of the shares subject to the option are fully vested and exercisable as of the date hereof.

2. 1/48th of the shares subject to the option became vested and exercisable on April 23, 2011 and 1/48th of the shares subject to the option vest and become exercisable each month thereafter, provided reporting person continues to provide services to the issuer as of each vest date.

3. 1/48th of the shares subject to the option became vested and exercisable on June 16, 2012 and 1/48th of the shares subject to the option vest and become exercisable each month thereafter, provided reporting person continues to provide services to the issuer as of each vest date.

4. 1/48th of the shares subject to the option became vested and exercisable on May 1, 2013 and 1/48th of the shares subject to the option vest and become exercisable each month thereafter, provided reporting person continues to provide services to the issuer as of each vest date.

5. 1/48th of the shares subject to the option became vested and exercisable on April 30, 2014 and 1/48th of the shares subject to the option vest and become exercisable each month thereafter, provided reporting person continues to provide services to the issuer as of each vest date.

6. 50% of the restricted stock unit will become vested six months after the closing of Issuer's initial public offering and the remaining restricted stock unit will vest in eight equal quarterly installments thereafter, provided reporting person continues to provide services to the issuer as of each vest date. Shares will be delivered to reporting person on each vest date.

7. Represents par value of Issuer's Common Stock.

8. 25% of the restricted stock unit will become vested six months after the closing of Issuer's initial public offering and the remaining restricted stock unit will vest in eight equal quarterly installments thereafter, provided reporting person continues to provide services to the issuer as of each vest date. Shares will be delivered to reporting person on each vest date.

9. In the event of a change of control (as defined in the option agreement), 25% of the shares subject to the option shall vest and become exercisable. In the event that the reporting person's employment is terminated within 12 months following a change of control without cause or the reporting person resigns for good reason, 100% of the shares subject to the option shall vest and become exercisable.

Remarks:

Chief Strategy & Development Officer

	/s/ Marc Blouin Atty-in-Fact for Joseph Polverari	10/02/2014
	** 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 5 (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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