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*
O'Brien Timothy

(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 Operations & Info Security
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 6,829 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 4,448 02/01/2008 09/19/2016 Common Stock 4,448 $0.00 0(2) D
Right to Buy (Common Stock $3.3 11/19/2015 11/19/2015 D 5,500 04/06/2008 03/06/2018 Common Stock 5,500 $0.00 0(3) D
Right to Buy (Common Stock $3.3 11/19/2015 11/19/2015 D 12,000 07/01/2009 07/02/2019 Common Stock 12,000 $0.00 0(4) D
Right to Buy (Common Stock $4.4 11/19/2015 11/19/2015 D 22,902 03/02/2010 02/01/2020 Common Stock 22,902 $0.00 0(5) D
Right to Buy (Common Stock $6.3 11/19/2015 11/19/2015 D 4,000 04/23/2011 03/23/2021 Common Stock 4,000 $0.00 0(6) D
Right to Buy (Common Stock $6.9 11/19/2015 11/19/2015 D 14,999 06/16/2012 05/16/2022 Common Stock 14,999 $0.00 0(7) D
Right to Buy (Common Stock $8.5 11/19/2015 11/19/2015 D 22,500 05/01/2013 04/09/2023 Common Stock 22,500 $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 35,061 03/24/2015 03/02/2025 Common Stock 35,061 $0.00 0(10) D
Restricted Stock Unit $0.001(11) 11/19/2015 11/19/2015 D 4,688 04/08/2015 04/08/2017 Common Stock 4,688 $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 14,498 11/19/2015 02/24/2020 Common Stock 14,498 $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 $78,601.79 and 1,290 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 2,291 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 2,157 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $24,827.07 and (ii) 407 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 2,833 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 2,667 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $30,697.17 and (ii) 504 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 6,180 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 5,820 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $66,988.20 and (ii) 1,099 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 12,656 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 10,246 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $117,931.46 and (ii) 1,935 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 2,470 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 1,530 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $17,610.30 and (ii) 289 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 13,592 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 8,673 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 4,919 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $56,617.69 and (ii) 929 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 472 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 16,523 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 11,447 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 5,076 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $58,424.76 and (ii) 959 shares of Envestnet common stock. The unvested portion of this option covering 5,977 shares of Issuer common stock was assumed and exchanged for an award of 1,699 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 18,199 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 14,784 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 15,081 shares of Issuer common stock was assumed and exchanged for an award of 2,617 restricted shares of Envestnet common stock.
10. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 13,148 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 11,131 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,017 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $23,215.67 and (ii) 381 shares of Envestnet common stock. The unvested portion of this option covering 21,913 shares of Issuer common stock was assumed and exchanged for an award of 3,110 restricted shares of Envestnet 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 1,172 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 471 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 701 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $8,068.51 and (ii) 132 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 3,516 shares of Issuer common stock was assumed and exchanged for an award of 1,943 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 686 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 1,019 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $11,728.69 and (ii) 192 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 3,624 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 1,456 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,168 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $24,953.68 and (ii) 410 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 10,874 shares of Issuer common stock was assumed and exchanged for an award of 6,009 restricted shares of Envestnet common stock
Remarks:
/s/ Marc Blouin Atty-in-Fact for Timothy O'Brien 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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