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*
Hempel Thomas
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Engineering
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)
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)
Code V Amount (A) or (D) Price
Common Stock 11/19/2015 11/19/2015 U 5,395 D $11.51(1) 0 D
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
Right to Buy (Common Stock $3.3 11/19/2015 11/19/2015 D 40,000 10/19/2010 10/20/2019 Common Stock 40,000 $0.00 0(2) D
Right to Buy (Common Stock $4.4 11/19/2015 11/19/2015 D 2,500 03/02/2010 02/02/2020 Common Stock 2,500 $0.00 0(3) D
Right to Buy (Common Stock $5.8 11/19/2015 11/19/2015 D 3,500 06/12/2011 05/12/2021 Common Stock 3,500 $0.00 0(4) D
Right to Buy (Common Stock $6.2 11/19/2015 11/19/2015 D 20,000 12/01/2011 02/04/2022 Common Stock 20,000 $0.00 0(5) D
Right to Buy (Common Stock $6.9 11/19/2015 11/19/2015 D 15,000 06/16/2012 05/16/2022 Common Stock 15,000 $0.00 0(6) D
Right to Buy (Common Stock $8.5 11/19/2015 11/19/2015 D 17,500 05/01/2013 04/09/2023 Common Stock 17,500 $0.00 0(7) D
Right to Buy (Common Stock $12 11/19/2015 11/19/2015 D 33,280 04/30/2014 04/01/2024 Common Stock 33,280 $0.00 0(8) D
Right to Buy (Common Stock $13 11/19/2015 11/19/2015 D 49,300 03/24/2015 03/02/2025 Common Stock 49,300 $0.00 0(9) D
Restricted Stock Unit $0.001(10) 11/19/2015 11/19/2015 D 3,750 04/08/2015 04/08/2017 Common Stock 3,750 $0.00 0(11) D
Restricted Stock Unit $0.001(10) 11/19/2015 11/19/2015 D 6,822 05/15/2015 05/15/2019 Common Stock 6,822 $0.00 0(12) D
Restricted Stock Unit $0.001(10) 11/19/2015 11/19/2015 D 20,400 11/19/2015 02/24/2020 Common Stock 20,400 $0.00 0(13) D
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 $62,096.45 and 1,019 shares of Envestnet Common Stock.
2. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 21,201 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 18,799 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $216,376.49 and (ii) 3,551 shares of Envestnet common stock.
3. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 1,416 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 1,084 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $12,476.84 and (ii) 205 shares of Envestnet common stock.
4. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 2,145 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 1,355 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $15,596.05 and (ii) 256 shares of Envestnet common stock.
5. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 12,522 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 7,478 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $86,071.78 and (ii) 1,413 shares of Envestnet common stock.
6. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 13,593 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 8,825 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 4,768 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $54,879.68 and (ii) 901 shares of Envestnet common stock. The unvested portion of this option covering 1,407 shares of Issuer common stock was assumed and exchanged for an award of 471 restricted shares of Envestnet common stock.
7. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 12,851 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 9,024 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,827 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $44,048.77 and (ii) 723 shares of Envestnet common stock. The unvested portion of this option covering 4,649 shares of Issuer common stock was assumed and exchanged for an award of 1,321 restricted shares of Envestnet common stock.
8. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 18,199 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 14,890 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,309 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $38,086.59 and (ii) 625 shares of Envestnet common stock. The unvested portion of this option covering 15,081 shares of Issuer common stock was assumed and exchanged for an award of 2,617 restricted shares of Envestnet common stock.
9. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 18,487 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 15,738 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,749 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $31,640.99 and (ii) 519 shares of Envestnet common stock. The unvested portion of this option covering 30,813 shares of Issuer common stock was assumed and exchanged for an award of 4,372 restricted shares of Envestnet common stock.
10. Represents par value of Issuer's common stock.
11. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 937 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 394 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 543 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $6,249.93 and (ii) 103 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 2,813 shares of Issuer common stock was assumed and exchanged for an award of 1,555 restricted shares of Envestnet common stock.
12. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 1,705 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 717 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 988 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $11,371.88 and (ii)187 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 5,117 shares of Issuer common stock was assumed and exchanged for an award of 2,828 restricted shares of Envestnet common stock.
13. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 5,100 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 2,147 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,953 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $33,989.03 and (ii) 558 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 15,300 shares of Issuer common stock was assumed and exchanged for an award of 8,455 restricted shares of Envestnet common stock.
Remarks:
/s/ Marc Blouin Atty-in-Fact for Thomas Hempel 11/23/2015
** 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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