SEC Form 4 · accession 0000899243-15-008748
YODLEE INC · YDLE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arjun Singh
Officer — Managing Director, Asia
Period of report
Nov 19, 2015
Accepted (ET)
Nov 23, 2015 · 6:24 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 | 6,281 | $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 | $6.90 | Nov 19, 2015 | D | 11,667 | D | Jun 25, 2013 | Jun 29, 2022 | Common Stock | 11,667 | 0 | D |
| Right to Buy (Common StockF3 | $8.50 | Nov 19, 2015 | D | 3,542 | D | Nov 7, 2012 | Nov 7, 2022 | Common Stock | 3,542 | 0 | D |
| Right to Buy (Common StockF4 | $8.50 | Nov 19, 2015 | D | 9,790 | D | May 1, 2013 | Apr 9, 2023 | Common Stock | 9,790 | 0 | D |
| Right to Buy (Common StockF5 | $12.00 | Nov 19, 2015 | D | 41,600 | D | Apr 30, 2014 | Apr 1, 2024 | Common Stock | 41,600 | 0 | D |
| Right to Buy (Common StockF6 | $13.00 | Nov 19, 2015 | D | 49,300 | D | Mar 24, 2015 | Mar 2, 2025 | Common Stock | 49,300 | 0 | D |
| Restricted Stock UnitF8,F7 | $0.001 | Nov 19, 2015 | D | 3,750 | D | Apr 8, 2015 | Apr 8, 2017 | Common Stock | 3,750 | 0 | D |
| Restricted Stock UnitF9,F7 | $0.001 | Nov 19, 2015 | D | 8,527 | D | May 15, 2015 | May 15, 2019 | Common Stock | 8,527 | 0 | D |
| Restricted Stock UnitF10,F7 | $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 $72,294.31 and 1,186 shares of Envestnet Common Stock.
- F10Pursuant 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 1,765 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,335 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $38,385.85 and (ii) 630 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, the vested portion of this option covering 6,666 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 4,027 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,639 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $30,374.89 and (ii) 499 shares of Envestnet common stock. The unvested portion of this option covering 5,001 shares of Issuer common stock was assumed and exchanged for an award of 1,675 restricted shares of Envestnet common stock.
- F3Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 1,823 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 1,210 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 613 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $7,055.63 and (ii) 116 shares of Envestnet common stock. The unvested portion of this option covering 1,719 shares of Issuer common stock was assumed and exchanged for an award of 489 restricted shares of Envestnet common stock.
- F4Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 5,805 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 3,853 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 1,952 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $22,467.52 and (ii) 369 shares of Envestnet common stock. The unvested portion of this option covering 3,985 shares of Issuer common stock was assumed and exchanged for an award of 1,133 restricted shares of Envestnet common stock.
- F5Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 22,748 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 18,081 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 4,667 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $53,717.17 and (ii) 882 shares of Envestnet common stock. The unvested portion of this option covering 18,852 shares of Issuer common stock was assumed and exchanged for an award of 3,271 restricted 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 18,487 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 15,383 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,104 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $35,727.04 and (ii) 586 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.
- F7Represents par value of Issuer's common stock.
- F8Pursuant 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 324 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 613 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $7,055.63 and (ii) 116 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.
- F9Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 2,131 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 737 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 1,394 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $16,044.94 and (ii) 263 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 6,396 shares of Issuer common stock was assumed and exchanged for an award of 3,535 restricted shares of Envestnet common stock.