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*
Lee David T
(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 & Chief Mktg Officr
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 2,769 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 $12 11/19/2015 11/19/2015 D 50,000 03/31/2015 04/01/2024 Common Stock 50,000 $0.00 0(2) D
Right to Buy (Common Stock $13 11/19/2015 11/19/2015 D 51,677 03/24/2015 03/02/2025 Common Stock 51,677 $0.00 0(3) D
Restricted Stock Unit $0.001(4) 11/19/2015 11/19/2015 D 11,250 05/15/2015 05/15/2019 Common Stock 11,250 $0.00 0(5) D
Restricted Stock Unit $0.001(4) 11/19/2015 11/19/2015 D 1,875 05/15/2015 05/15/2019 Common Stock 1,875 $0.00 0(6) D
Restricted Stock Unit $0.001(4) 11/19/2015 11/19/2015 D 21,368 11/19/2015 02/24/2019 Common Stock 21,368 $0.00 0(7) 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 $31,871.19 and 523 shares of Envestnet Common Stock.
2. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 27,342 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 21,984 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 5,358 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $61,670.58 and (ii) 1,012 shares of Envestnet common stock. The unvested portion of this option covering 22,658 shares of Issuer common stock was assumed and exchanged for an award of 3,932 restricted shares of Envestnet common stock.
3. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 19,379 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 16,273 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,106 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $35,750.06 and (ii) 587 shares of Envestnet common stock. The unvested portion of this option covering 32,298 shares of Issuer common stock was assumed and exchanged for an award of 4,583 restricted shares of Envestnet common stock.
4. Represents par value of Issuer's common stock.
5. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 2,812 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 1,057 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 1,755 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $20,200.05 and (ii)332 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 8,438 shares of Issuer common stock was assumed and exchanged for an award of 4,663 restricted 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 restricted stock unit covering 468 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 176 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 292 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $3,360.92 and (ii) 55 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 1,407 shares of Issuer common stock was assumed and exchanged for an award of 778 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 restricted stock unit covering 5,342 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 2,008 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,334 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $38,374.34 and (ii) 630 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 16,026 shares of Issuer common stock was assumed and exchanged for an award of 8,856 restricted shares of Envestnet common stock.
Remarks:
/s/ Marc Blouin Atty-in-Fact for David T Lee 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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