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
ELLIE MAE INC [ ELLI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/20/2011 | ||||||||||||||||||||||||||
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 | 04/20/2011 | C | 1,347,671 | A | (1) | 1,347,671 | D(2)(3) | |||
Common Stock | 04/20/2011 | C | 17,026 | A | (1) | 1,364,697 | I | See Footnote(2)(4) | ||
Common Stock | 04/20/2011 | C | 230,672 | A | (1) | 1,595,369 | D(2)(3) | |||
Common Stock | 04/20/2011 | C | 2,914 | A | (1) | 1,598,283 | I | See Footnote(2)(4) | ||
Common Stock | 04/20/2011 | C | 168,142 | A | (1) | 1,766,425 | D(2)(3) | |||
Common Stock | 04/20/2011 | C | 2,124 | A | (1) | 1,768,549 | I | See Footnote(2)(4) | ||
Common Stock | 04/20/2011 | X | 82,293(5) | A | $3 | 1,850,842 | D(2)(3) | |||
Common Stock | 04/20/2011 | S | 41,147(5) | D | $6 | 1,809,695 | D(2)(3) | |||
Common Stock | 04/20/2011 | X | 1,039(6) | A | $3 | 1,810,734 | I | See Footnote(2)(4) | ||
Common Stock | 04/20/2011 | S | 520(6) | D | $6 | 1,804,009 | I | See Footnote(2)(4) | ||
Common Stock | 04/20/2011 | S | 281,851(7) | D | $6 | 1,528,363 | D(2)(3) | |||
Common Stock | 04/20/2011 | S | 3,559(7) | D | $6 | 1,524,804 | I | See Footnote(2)(4) |
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 | ||||||||
Series D Convertible Preferred Stock | (1) | 04/20/2011 | C | 1,347,671 | (1) | (1) | Common Stock | 1,347,671 | (1) | 0 | D(2)(3) | ||||
Series D Convertible Preferred Stock | (1) | 04/20/2011 | C | 17,026 | (1) | (1) | Common Stock | 17,026 | (1) | 0 | I | See Footnote(2)(4) | |||
Series E Convertible Preferred Stock | (1) | 04/20/2011 | C | 230,672 | (1) | (1) | Common Stock | 230,672 | (1) | 0 | D(2)(3) | ||||
Series E Convertible Preferred Stock | (1) | 04/20/2011 | C | 2,914 | (1) | (1) | Common Stock | 2,914 | (1) | 0 | I | See Footnote(2)(4) | |||
Series F Convertible Preferred Stock | (1) | 04/20/2011 | C | 168,142 | (1) | (1) | Common Stock | 168,142 | (1) | 0 | D(2)(3) | ||||
Series F Convertible Preferred Stock | (1) | 04/20/2011 | C | 2,124 | (1) | (1) | Common Stock | 2,124 | (1) | 0 | I | See Footnote(2)(4) | |||
Warrant to purchase Common Stock | $3 | 04/20/2011 | X | 17,509 | 07/09/2001 | (8) | Common Stock | 17,509 | $3 | 0 | D(2)(3) | ||||
Warrant to purchase Common Stock | $3 | 04/20/2011 | X | 221 | 07/09/2001 | (8) | Common Stock | 221 | $3 | 0 | I | See Footnote(2)(4) | |||
Warrant to purchase Common Stock | $3 | 04/20/2011 | X | 17,509 | 08/09/2001 | (8) | Common Stock | 17,509 | $3 | 0 | D(2)(3) | ||||
Warrant to purchase Common Stock | $3 | 04/20/2011 | X | 221 | 08/09/2001 | (8) | Common Stock | 221 | $3 | 0 | I | See Footnote(2)(4) | |||
Warrant to purchase Common Stock | $3 | 04/20/2011 | X | 47,275 | 10/01/2001 | (8) | Common Stock | 47,275 | $3 | 0 | D(2)(3) | ||||
Warrant to purchase Common Stock | $3 | 04/20/2011 | X | 597 | 10/01/2001 | (8) | Common Stock | 597 | $3 | 0 | I | See Footnotes(2)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Upon the closing of the Issuer's initial public offering on April 20, 2011, each share of Series D Convertible Preferred Stock (the "Series D Shares"), each share of Series E Convertible Preferred Stock (the "Series E Shares"), and each share of the Series F Convertible Preferred Stock (the "Series F Shares") converted automatically into shares of the Issuer's Common Stock. The Series D Shares, the Series E Shares, and the Series F shares converted on a one-to-one basis into Common Stock, without payment of additional consideration. The Series D Shares, the Series E shares, and the Series F shares were convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's intial public offering and had no expiration date. |
2. Alta California Management Partners II, LLC (ACMPII") is the general Partner of Alta California Partners II, L.P. ("ACPII"). Garrett Gruener, Guy Nohra, and Dan Janney are members of ACMPII and Mr. Gruener and Mr. Nohra are also members of Alta Embarcadero Partners II, LLC ("AEPII"), along with ACPII shall be known as "the Funds," exercise shared voting and investment power with respect to the securities held by the Funds. Each of the reporting persons disclaim beneficial ownership of such securities, except to the extent of his proportionate pucuniary interest therein. |
3. These securities are beneficially owned by ACPII. |
4. These securities are beneficially owned by AEPII. |
5. These shares reflect the combined net exercise of the ACPII warrants for Common Stock pursuant to the terms of the warrant into 41,146 shares of the Issuer's Common Stock. |
6. These shares reflect the combined net exercise of the AEPII warrants for Common Stock pursuant to the terms of the warrant into 519 shares of the Issuer's Common Stock. |
7. Shares sold as part of the offering per the S-1 including shares sold as part of the partial exercise of the overallotment. |
8. Pursuant to its terms, warrant would terminate at the closing of the Issuer's initial public offering. Holder elected to net exercise the warrants contingent upon and effective immediately prior to the closing of the Issuer's initial public offering of Common Stock. |
Remarks: |
/s/ by Alta California Management Partners II, LLC, general partner, by Garrett Gruener, Member | 04/21/2011 | |
/s/ Garrett Gruener, Member | 04/21/2011 | |
/s/ Garrett Gruener, Member | 04/21/2011 | |
/s/ Garrett Gruener | 04/21/2011 | |
/s/ Daniel Janney | 04/21/2011 | |
/s/ Guy Nohra | 04/21/2011 | |
** 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. |