SEC Form 4 · accession 0000899243-15-008746
YODLEE INC · YDLE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Hempel
Officer — SVP Engineering
Period of report
Nov 19, 2015
Accepted (ET)
Nov 23, 2015 · 6:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001161315
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 19, 2015 | U | 5,395 | $11.51 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Right to Buy (Common StockF2 | $3.30 | Nov 19, 2015 | D | 40,000 | D | Oct 19, 2010 | Oct 20, 2019 | Common Stock | 40,000 | 0 | D |
| Right to Buy (Common StockF3 | $4.40 | Nov 19, 2015 | D | 2,500 | D | Mar 2, 2010 | Feb 2, 2020 | Common Stock | 2,500 | 0 | D |
| Right to Buy (Common StockF4 | $5.80 | Nov 19, 2015 | D | 3,500 | D | Jun 12, 2011 | May 12, 2021 | Common Stock | 3,500 | 0 | D |
| Right to Buy (Common StockF5 | $6.20 | Nov 19, 2015 | D | 20,000 | D | Dec 1, 2011 | Feb 4, 2022 | Common Stock | 20,000 | 0 | D |
| Right to Buy (Common StockF6 | $6.90 | Nov 19, 2015 | D | 15,000 | D | Jun 16, 2012 | May 16, 2022 | Common Stock | 15,000 | 0 | D |
| Right to Buy (Common StockF7 | $8.50 | Nov 19, 2015 | D | 17,500 | D | May 1, 2013 | Apr 9, 2023 | Common Stock | 17,500 | 0 | D |
| Right to Buy (Common StockF8 | $12.00 | Nov 19, 2015 | D | 33,280 | D | Apr 30, 2014 | Apr 1, 2024 | Common Stock | 33,280 | 0 | D |
| Right to Buy (Common StockF9 | $13.00 | Nov 19, 2015 | D | 49,300 | D | Mar 24, 2015 | Mar 2, 2025 | Common Stock | 49,300 | 0 | D |
| Restricted Stock UnitF11,F10 | $0.001 | Nov 19, 2015 | D | 3,750 | D | Apr 8, 2015 | Apr 8, 2017 | Common Stock | 3,750 | 0 | D |
| Restricted Stock UnitF12,F10 | $0.001 | Nov 19, 2015 | D | 6,822 | D | May 15, 2015 | May 15, 2019 | Common Stock | 6,822 | 0 | D |
| Restricted Stock UnitF13,F10 | $0.001 | Nov 19, 2015 | D | 20,400 | D | Nov 19, 2015 | Feb 24, 2020 | Common Stock | 20,400 | 0 | D |
Explanation of responses
- F1Pursuant 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 $62,096.45 and 1,019 shares of Envestnet Common Stock.
- F10Represents par value of Issuer's common stock.
- F11Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 937 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 394 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 543 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $6,249.93 and (ii) 103 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 2,813 shares of Issuer common stock was assumed and exchanged for an award of 1,555 restricted shares of Envestnet common stock.
- F12Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 1,705 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 717 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 988 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $11,371.88 and (ii)187 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 5,117 shares of Issuer common stock was assumed and exchanged for an award of 2,828 restricted shares of Envestnet common stock.
- F13Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 5,100 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 2,147 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,953 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $33,989.03 and (ii) 558 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 15,300 shares of Issuer common stock was assumed and exchanged for an award of 8,455 restricted shares of Envestnet common stock.
- F2Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 21,201 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 18,799 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $216,376.49 and (ii) 3,551 shares of Envestnet common stock.
- F3Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 1,416 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 1,084 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $12,476.84 and (ii) 205 shares of Envestnet common stock.
- F4Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 2,145 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 1,355 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $15,596.05 and (ii) 256 shares of Envestnet common stock.
- F5Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 12,522 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 7,478 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $86,071.78 and (ii) 1,413 shares of Envestnet common stock.
- F6Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 13,593 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 8,825 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 4,768 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $54,879.68 and (ii) 901 shares of Envestnet common stock. The unvested portion of this option covering 1,407 shares of Issuer common stock was assumed and exchanged for an award of 471 restricted shares of Envestnet common stock.
- F7Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 12,851 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 9,024 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,827 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $44,048.77 and (ii) 723 shares of Envestnet common stock. The unvested portion of this option covering 4,649 shares of Issuer common stock was assumed and exchanged for an award of 1,321 restricted shares of Envestnet common stock.
- F8Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 18,199 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 14,890 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,309 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $38,086.59 and (ii) 625 shares of Envestnet common stock. The unvested portion of this option covering 15,081 shares of Issuer common stock was assumed and exchanged for an award of 2,617 restricted shares of Envestnet common stock.
- F9Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 18,487 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 15,738 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,749 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $31,640.99 and (ii) 519 shares of Envestnet common stock. The unvested portion of this option covering 30,813 shares of Issuer common stock was assumed and exchanged for an award of 4,372 restricted shares of Envestnet common stock.