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^*

ALTA CALIFORNIA PARTNERS II LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELLIE MAE INC [ ELLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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)

	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	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)
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 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^*

ALTA CALIFORNIA PARTNERS II LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(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^*

ALTA CALIFORNIA MANAGEMENT PARTNERS II LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(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^*

ALTA EMBARCADERO PARTNERS II LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(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^*

GRUENER GARRETT

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(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^*

JANNEY DANIEL

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(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^*

NOHRA GUY P

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3700

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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).
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