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^*

Luce Edgar

(Last)

(First)

(Middle)

C/O ELLIE MAE, INC.

4420 ROSEWOOD DRIVE, SUITE 500

(Street)

PLEASANTON

94588

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2017

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)
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	02/28/2017⁽¹⁾		S		2,924⁽²⁾	D	$93.9577⁽³⁾	50,132	D
Common Stock	03/01/2017⁽⁴⁾		M		700	A	$46.24	50,832	D
Common Stock	03/01/2017⁽⁴⁾		S		700	D	$95.3094⁽⁵⁾	50,132	D
Common Stock	03/01/2017⁽⁴⁾		M		750	A	$24.93	50,882	D
Common Stock	03/01/2017⁽⁴⁾		S		750	D	$95.3094⁽⁵⁾	50,132	D
Common Stock	03/01/2017⁽⁴⁾		M		200	A	$19.6	50,332	D
Common Stock	03/01/2017⁽⁴⁾		S		200	D	$95.3094⁽⁵⁾	50,132⁽⁶⁾	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)
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)
Non-Qualified Stock Option (right to buy)	$19.6	03/01/2017⁽⁴⁾		M			200	⁽⁷⁾	02/04/2023	Common Stock	200	⁽⁸⁾	1,900	D
Non-Qualified Stock Option (right to buy)	$24.93	03/01/2017⁽⁴⁾		M			750	⁽⁹⁾	02/05/2024	Common Stock	750	⁽⁸⁾	7,750	D
Non-Qualified Stock Option (right to buy)	$46.24	03/01/2017⁽⁴⁾		M			700	⁽¹⁰⁾	02/11/2025	Common Stock	700	⁽⁸⁾	9,762	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to the reporting person's Rule 10b5-1 trading plan.

2. Reflects shares of common stock issued and sold in connection with the Compensation Committee of the Board of Directors certification on February 25, 2016 of the achievement of performance goals under the 2015 performance share awards. 25% of the total shares awarded were issued as fully vested shares on or about March 25, 2016. An additional 25% of the total shares awarded will vest on each of February 25, 2017, February 25, 2018 and February 25, 2019, subject to continuous service through such dates.

3. The price reported is a weighted average price. The shares were sold in multiple transactions ranging from $93.7300 to $94.23, inclusive. The reporting person undertakes to provide to Ellie Mae, Inc., any security holder of Ellie Mae, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

4. The exercise and sale of these stock options was completed pursuant to the Rule 10b5-1 trading plan adopted by Edgar A. Luce.

5. The price reported is a weighted average price. The shares were sold in multiple transactions ranging from $95.1000 to $95.6000, inclusive. The reporting person undertakes to provide to Ellie Mae, Inc., any security holder of Ellie Mae, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

6. Includes 252 shares acquired by the Reporting Person on February 28, 2017 under the Issuer's employee stock purchase plan in a transaction exempt from the reporting requirements under Section 16(a).

7. Option vests with respect to 25% of the shares subject thereto on February 4, 2014, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on February 4, 2017.

8. The reported transaction is a grant of a derivative security, in which we have left column 8 blank, and have reported the exercise or conversion price of the derivative security in column 2.

9. Option vests with respect to 25% of the shares subject thereto on February 5, 2015, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on February 5, 2018.

10. Option vests with respect to 25% of the shares subject thereto on February 11, 2016, with 1/48th of the shares vesting monthly thereafter, such that the option will be fully vested and exercisable on February 11, 2019.

	/s/ Edgar A. Luce	03/01/2017
	** 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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