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^*

WARBURG PINCUS & CO.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(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	X	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)

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

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	⁽¹⁾	10/08/2014	10/08/2014	C			4,137,383	⁽¹⁾	⁽¹⁾	Common Stock	4,137,383	⁽¹⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series BB Preferred Stock	⁽¹⁾	10/08/2014	10/08/2014	C			1,701,689	⁽¹⁾	⁽¹⁾	Common Stock	1,701,689	⁽¹⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series DD Preferred Stock	⁽¹⁾	10/08/2014	10/08/2014	C			421,622	⁽¹⁾	⁽¹⁾	Common Stock	421,622	⁽¹⁾	0	I	See Footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

WARBURG PINCUS & CO.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WARBURG PINCUS LLC

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(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^*

Warburg Pincus Private Equity VIII, L.P.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WP VIII Finance, L.P.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Warburg Pincus Partners, L.P.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Warburg Pincus Partners GP LLC

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KAYE CHARLES R

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(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^*

Landy Joseph P.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(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^*

WPVIII GP, L.P.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Yodlee, Inc.'s (the "Issuer") 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.

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

3. 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").

4. WP VIII Finance is majority owned by WP VIII. WPVIII GP, L.P., a Delaware limited partnership ("WP VIII GP"), is the managing general partner of WP VIII Finance. WP VIII is the general partner of WP VIII 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. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP GP LLC.

5. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP VIII Funds. Charles R. Kaye and Joseph P. Landy are the Managing General Partners of WP, and the Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Reporting Persons (as defined below).

6. Each of Messrs. Kaye and Landy, together with the WP VIII Funds, WP VIII GP, WP VIII Investors LLC, WP Partners, WP GP LLC, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Reporting Persons." Each Warburg Pincus Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock and this report shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, any of the reporting persons is the beneficial owner of these securities. The WP VIII Funds, WP VIII GP, WP Partners, WP GP LLC and WP are directors by deputization solely for purposes of Section 16 of the Exchange Act.

7. Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.

Remarks:

*** The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.

	By: Warburg Pincus & Co., as Managing Member of Warburg Pincus Partners GP LLC, as GP of Warburg Pincus Partners, L.P., as GP of Warburg Pincus Private Equity VIII, L.P., as GP of WPVIII GP, L.P., /s/ Robert B. Knauss, Partner	10/09/2014
	WP VIII Finance, L.P. By: /s/ Robert B. Knauss Title: Authorized Signatory	10/09/2014
	WARBURG PINCUS PRIVATE EQUITY VIII, L.P. By: Warburg Pincus Partners, L.P., its General Partner By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner	10/09/2014
	WARBURG PINCUS PARTNERS, L.P. By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner	10/09/2014
	WARBURG PINCUS PARTNERS GP LLC By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner	10/09/2014
	WARBURG PINCUS & CO. By: Name: /s/ Robert B. Knauss Title: Partner	10/09/2014
	WARBURG PINCUS LLC By: Name: /s/ Robert B. Knauss Title: Managing Director	10/09/2014
	CHARLES R. KAYE By: Name: /s/ Robert B. Knauss Title: Attorney-in-Fact***	10/09/2014
	JOSEPH P. LANDY By: Name: /s/ Robert B. Knauss Title: Attorney-in-Fact***	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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