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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
YODLEE INC [ YDLE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 39,376 | D | $11.51(1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | 12,072 | 02/01/2008 | 09/19/2016 | Common Stock | 12,072 | $0.00 | 0(2) | D | |||
Right to Buy (Common Stock | $3.3 | 11/19/2015 | 11/19/2015 | D | 33,692 | 04/06/2008 | 03/06/2018 | Common Stock | 33,692 | $0.00 | 0(3) | D | |||
Right to Buy (Common Stock | $3.3 | 11/19/2015 | 11/19/2015 | D | 26,400 | 07/01/2009 | 07/02/2019 | Common Stock | 26,400 | $0.00 | 0(4) | D | |||
Right to Buy (Common Stock | $4.4 | 11/19/2015 | 11/19/2015 | D | 33,902 | 03/02/2010 | 02/01/2020 | Common Stock | 33,902 | $0.00 | 0(5) | D | |||
Right to Buy (Common Stock | $6.3 | 11/19/2015 | 11/19/2015 | D | 9,000 | 04/23/2011 | 03/23/2021 | Common Stock | 9,000 | $0.00 | 0(6) | D | |||
Right to Buy (Common Stock | $6.9 | 11/19/2015 | 11/19/2015 | D | 29,999 | 06/16/2012 | 05/16/2022 | Common Stock | 29,999 | $0.00 | 0(7) | D | |||
Right to Buy (Common Stock | $8.5 | 11/19/2015 | 11/19/2015 | D | 25,000 | 05/01/2013 | 05/16/2022 | Common Stock | 25,000 | $0.00 | 0(8) | 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(9) | D | |||
Right to Buy (Common Stock | $13 | 11/19/2015 | 11/19/2015 | D | 65,817 | 03/24/2015 | 03/02/2025 | Common Stock | 65,817 | $0.00 | 0(10) | D | |||
Restricted Stock Unit | $0.001(11) | 11/19/2015 | 11/19/2015 | D | 5,625 | 04/08/2015 | 04/08/2017 | Common Stock | 5,625 | $0.00 | 0(12) | D | |||
Restricted Stock Unit | $0.001(11) | 11/19/2015 | 11/19/2015 | D | 6,822 | 05/15/2015 | 05/15/2019 | Common Stock | 6,822 | $0.00 | 0(13) | D | |||
Restricted Stock Unit | $0.001(11) | 11/19/2015 | 11/19/2015 | D | 27,215 | 11/19/2015 | 02/24/2020 | Common Stock | 27,215 | $0.00 | 0(14) | 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 $453,217.76 and 7,438 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 6,794 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 5,278 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $60,749.78 and (ii) 997 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 18,961 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 14,731 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $169,553.81 and (ii) 2,783 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 14,857 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 11,543 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $132,859.93 and (ii) 2,180 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 20,228 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 13,674 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $157,387.74 and (ii) 2,583 shares of Envestnet common stock. |
6. 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 5,897 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 3,103 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $35,715.53 and (ii) 586 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 27,186 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 18,315 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 8,871 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $102,105.21 and (ii) 1,676 shares of Envestnet common stock. The unvested portion of this option covering 2,813 shares of Issuer common stock was assumed and exchanged for an award of 942 restricted shares of Envestment common stock. |
8. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 18,358 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 13,272 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 5,086 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $58,539.86 and (ii) 961 shares of Envestnet common stock. The unvested portion of this option covering 6,642 shares of Issuer common stock was assumed and exchanged for an award of 1,888 restricted shares of Envestment common stock. |
9. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 18,199 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 15,120 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,079 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $35,439.29 and (ii) 582 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 Envestment common stock. |
10. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 24,681 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 21,266 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,415 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $39,306.65 and (ii) 645 shares of Envestnet common stock. The unvested portion of this option covering 41,136 shares of Issuer common stock was assumed and exchanged for an award of 5,836 restricted shares of Envestment common stock. |
11. Represents par value of Issuer's 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 1,406 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 648 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 758 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $8,724.58 and (ii) 143 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 4,219 shares of Issuer common stock was assumed and exchanged for an award of 2,332 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 1,705 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 786 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 919 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $10,577.69 and (ii) 174 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. |
14. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 6,803 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 3,139 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,664 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $42,172.64 and (ii) 692 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 20,412 shares of Issuer common stock was assumed and exchanged for an award of 11,280 restricted shares of Envestnet common stock. |
Remarks: |
/s/ Marc Blouin Atty-in-Fact for Joseph Polverari | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |