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^*

HACKETT PATRICK T

(Last)

(First)

(Middle)

C/O YODLEE, INC.

3600 BRIDGE PARKWAY, SUITE 200

(Street)

REDWOOD CITY

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

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2014

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)
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	10/08/2014	10/08/2014	C		4,137,383	A	⁽²⁾	6,037,380	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾
Common Stock	10/08/2014	10/08/2014	C		1,701,689	A	⁽²⁾	7,739,069	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾
Common Stock	10/08/2014	10/08/2014	C		421,622	A	⁽²⁾	8,160,691	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾

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 AA Preferred Stock	⁽²⁾	10/08/2014	10/08/2014	C			4,137,383	⁽²⁾	⁽²⁾	Common Stock	4,137,383	⁽²⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾
Series BB Preferred Stock	⁽²⁾	10/08/2014	10/08/2014	C			1,701,689	⁽²⁾	⁽²⁾	Common Stock	1,701,689	⁽²⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾
Series DD Preferred Stock	⁽²⁾	10/08/2014	10/08/2014	C			421,622	⁽²⁾	⁽²⁾	Common Stock	421,622	⁽²⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. This Form 4 is being filed because Patrick T. Hackett is a member of the Board of Directors of Yodlee, Inc. (the "Issuer"). Mr. Hackett is a Partner of Warburg Pincus & Co., a New York general partnership ("WP"), and a Managing Director and Member of Warburg Pincus LLC, a New York limited liability company ("WP LLC"). As such, Mr. Hackett may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) in an indeterminate portion of the securities reported as beneficially owned by the WP Entities (as defined below). Mr. Hackett disclaims beneficial ownership of all such securities of the Issuer, except to the extent of any direct pecuniary interest therein and this report shall not be deemed an admission that Mr. Hackett is the beneficial owner of such securities of the Issuer for Section 16 of the Exchange Act or any other purpose.

2. Each share of the Issuer's Series AA Preferred Stock, Series BB Preferred Stock and Series DD Preferred Stock automatically converted into one share of common stock upon the closing of the Issuer's initial public offering, and has no expiration date.

3. Shares are held directly by WP VIII Finance, L.P., a Delaware limited partnership ("WP VIII Finance").

4. Shares are held directly by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII") and two of its affiliated partnerships (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" and together with WP VIII Finance, WP VIII and WP VIII Investors the "WP VIII Funds").

5. WP VIII Finance is majority owned by WP VIII. WPVIII GP, L.P., a Delaware limited partnership ("WPVIII GP"), is the managing general partner of WP VIII Finance. WP VIII is the general partner of WPVIII GP. WP-WPVIII Investors LLC, a Delaware limited liability company ("WP VIII Investors LLC"), is the general partner of WP VIII Investors. Warburg Pincus Partners, L.P., a Delaware limited partnership and successor in interest to Warburg Pincus Partners LLC ("WP Partners"), is the sole member of WP VIII Investors LLC, and the general partner of WP VIII and WP VIII Netherlands. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP GP LLC"), is the general partner of WP Partners. WP is the managing member of WP GP LLC. WP LLC is the manager of the WP VIII Funds. Each of WP LLC, WP, WP GP LLC, WP Partners, WP VIII Investors LLC, WPVIII GP and the WP VIII Funds are collectively referred to herein as the "WP Entities."

	/s/ Patrick T. Hackett, Director	10/09/2014
	** 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 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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