0001513905-19-000023.txt : 20190417 0001513905-19-000023.hdr.sgml : 20190417 20190417194557 ACCESSION NUMBER: 0001513905-19-000023 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190417 FILED AS OF DATE: 20190417 DATE AS OF CHANGE: 20190417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Corr Jonathan CENTRAL INDEX KEY: 0001513905 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35140 FILM NUMBER: 19754180 MAIL ADDRESS: STREET 1: ELLIE MAE, INC. STREET 2: 4420 ROSEWOOD DRIVE, SUITE 500 CITY: PLEASANTON STATE: CA ZIP: 94588 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ELLIE MAE INC CENTRAL INDEX KEY: 0001122388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4420 ROSEWOOD DRIVE, SUITE 500 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 925-227-2082 MAIL ADDRESS: STREET 1: 4420 ROSEWOOD DRIVE, SUITE 500 CITY: PLEASANTON STATE: CA ZIP: 94588 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2019-04-17 1 0001122388 ELLIE MAE INC ELLI 0001513905 Corr Jonathan C/O ELLIE MAE, INC. 4420 ROSEWOOD DRIVE, SUITE 500 PLEASANTON CA 94588 1 1 0 0 President & CEO Common Stock 2019-04-17 4 D 0 76309 99.0 D 93339 D Common Stock 2019-04-17 4 D 0 55724 99.0 D 37615 D Common Stock 2019-04-17 4 D 0 37615 99.0 D 0 D Common Stock 2019-04-17 4 D 0 50000 99.0 D 0 I by Trust Non-Qualified Stock Option (right to buy) 24.93 2019-04-17 4 D 0 373 99.0 D 2024-02-05 Common Stock 373 0 D Non-Qualified Stock Option (right to buy) 46.24 2019-04-17 4 D 0 2358 99.0 D 2025-02-11 Common Stock 2358 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 11, 2019, by and among Ellie Mae, Inc., a Delaware corporation ("Issuer"), EM Eagle Purchaser, LLC, a Delaware limited liability company ("Parent") and EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on April 17, 2019, Merger Sub merged with and into Issuer (the "Merger"), with Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger ("Effective Time"), each unvested restricted stock unit award was cancelled and replaced with the right to receive a cash amount equal to (i) the aggregate number of shares subject to the unvested restricted stock unit award multiplied by (ii) $99.00, subject to applicable withholding taxes, which amount will, subject to the Reporting Person's continued service with Parent and its affiliates (including Issuer and its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the corresponding, cancelled unvested restricted stock unit award would have vested and will generally have the same terms as the corresponding, cancelled unvested restricted stock unit award. Pursuant to the Merger Agreement, at the Effective Time, each unvested restricted stock award that was paid out in settlement of performance shares was cancelled and replaced with the right to receive a cash amount equal to (i) the aggregate number of shares subject to the unvested restricted stock award multiplied by (ii) $99.00, subject to applicable withholding taxes, which amount will, subject to the Reporting Person's continued service with Parent and its affiliates (including Issuer and its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the corresponding, cancelled unvested restricted stock award would have vested and will generally have the same terms as the corresponding, cancelled unvested restricted stock award. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award that was still subject to performance-based vesting became vested with respect to a number of shares subject to such award calculated in accordance with the award's existing terms and all outstanding restricted stock unit award was cancelled and converted into the right to receive $99.00 in cash in respect of each vested share subject to such award, subject to any applicable withholding taxes. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 11, 2019, by and among Ellie Mae, Inc., a Delaware corporation ("Issuer"), EM Eagle Purchaser, LLC, a Delaware limited liability company ("Parent") and EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on April 17, 2019, Merger Sub merged with and into Issuer (the "Merger"), with Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger ("Effective Time"), each share of Common Stock was cancelled and converted into the right to receive $99.00 in cash, without interest, less any applicable withholding taxes. Pursuant to the Merger Agreement, at the Effective Time, each vested option was cancelled and automatically converted into the right to receive a cash amount equal to (i) the aggregate number of shares subject to such vested option multiplied by (ii) $99.00 less the applicable per share exercise price under such vested option, subject to any applicable withholding taxes. /s/ Jonathan Corr 2019-04-17