0001637313-19-000010.txt : 20190417
0001637313-19-000010.hdr.sgml : 20190417
20190417195416
ACCESSION NUMBER: 0001637313-19-000010
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: TYRRELL JOSEPH P.
CENTRAL INDEX KEY: 0001637313
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35140
FILM NUMBER: 19754194
MAIL ADDRESS:
STREET 1: C/O 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
0001637313
TYRRELL JOSEPH P.
C/O ELLIE MAE, INC.
4420 ROSEWOOD DRIVE, SUITE 500
PLEASANTON
CA
94588
0
1
0
0
EVP, Strategy & Technology
Common Stock
2019-04-17
4
D
0
20933
99.0
D
26248
D
Common Stock
2019-04-17
4
D
0
13396
99.0
D
12852
D
Common Stock
2019-04-17
4
D
0
1225
99.0
D
11627
D
Common Stock
2019-04-17
4
D
0
11627
99.0
D
0
D
Non-Qualified Stock Option (right to buy)
25.3
2019-04-17
4
D
0
3824
99.0
D
2024-05-06
Common Stock
3824
0
D
Non-Qualified Stock Option (right to buy)
55.3
2019-04-17
4
D
0
4886
99.0
D
2025-03-23
Common Stock
4886
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 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 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 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/ Joseph Tyrrell
2019-04-17