SEC Form 4 · accession 0000899243-15-008752

YODLEE INC · YDLE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Anil Arora

Officer — President and CEO · Director

Period of report

Nov 19, 2015

Accepted (ET)

Nov 23, 2015 · 7:11 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	D/I	Nature of ownership
Common Stock^F1	Nov 19, 2015	U	241,090	$11.51	D	D
Common Stock^F2,F3	Nov 19, 2015	U	725	$11.51	D	I	By Trust for child #1
Common Stock^F2,F3	Nov 19, 2015	U	725	$11.51	D	I	By Trust for child #2

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Right to Buy (Common Stock^F4	$3.30	Nov 19, 2015	D	100,000	D	Oct 19, 2006	Sep 19, 2016	Common Stock	100,000	D
Right to Buy (Common Stock^F5	$3.30	Nov 19, 2015	D	42,050	D	Apr 6, 2008	Mar 6, 2018	Common Stock	42,050	D
Right to Buy (Common Stock^F6	$3.30	Nov 19, 2015	D	130,000	D	Apr 6, 2008	Mar 6, 2018	Common Stock	130,000	D
Right to Buy (Common Stock^F7	$3.30	Nov 19, 2015	D	52,260	D	Jul 2, 2009	Jul 2, 2019	Common Stock	52,260	D
Right to Buy (Common Stock^F8	$3.30	Nov 19, 2015	D	9,990	D	Jul 29, 2009	Jul 29, 2019	Common Stock	9,990	D
Right to Buy (Common Stock^F9	$4.40	Nov 19, 2015	D	91,360	D	Mar 2, 2010	Feb 2, 2020	Common Stock	91,360	D
Right to Buy (Common Stock^F10	$6.30	Nov 19, 2015	D	25,000	D	Apr 23, 2011	Mar 23, 2021	Common Stock	25,000	D
Right to Buy (Common Stock^F11	$6.90	Nov 19, 2015	D	60,000	D	Jun 16, 2012	May 16, 2022	Common Stock	60,000	D
Right to Buy (Common Stock^F12	$8.50	Nov 19, 2015	D	90,000	D	May 1, 2013	Apr 9, 2023	Common Stock	90,000	D
Right to Buy (Common Stock^F13	$12.00	Nov 19, 2015	D	143,200	D	Apr 30, 2014	Apr 1, 2024	Common Stock	143,200	D
Right to Buy (Common Stock^F14	$13.00	Nov 19, 2015	D	234,386	D	Mar 24, 2015	Mar 2, 2025	Common Stock	234,386	D
Restricted Stock Unit^F16,F15	$0.001	Nov 19, 2015	D	18,750	D	Apr 8, 2015	Apr 8, 2017	Common Stock	18,750	D
Restricted Stock Unit^F17,F15	$0.001	Nov 19, 2015	D	29,325	D	May 15, 2015	May 15, 2018	Common Stock	29,325	D
Restricted Stock Unit^F18,F15	$0.001	Nov 19, 2015	D	96,919	D	Nov 19, 2015	Feb 24, 2018	Common Stock	96,919	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 $2,774,945.90 and 45,541 shares of Envestnet Common Stock.
F10Pursuant 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 17,087 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 7,913 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $91,078.63 and (ii) 1,495 shares of Envestnet common stock.
F11Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 54,374 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 38,086 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 16,288 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $187,474.88 and (ii) 3,077 shares of Envestnet common stock. The unvested portion of this option covering 5,626 shares of Issuer common stock was assumed and exchanged for an award of 944 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 option covering 66,093 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 49,286 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 16,807 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $193,448.57 and (ii) 3,175 shares of Envestnet common stock. The unvested portion of this option covering 23,907 shares of Issuer common stock was assumed and exchanged for an award of 6,791 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 option covering 78,312 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 66,150 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 12,162 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $139,984.62 and (ii) 2,297 shares of Envestnet common stock. The unvested portion of this option covering 64,888 shares of Issuer common stock was assumed and exchanged for an award of 11,257 restricted shares of Envestnet common stock.
F14Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 87,894 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 76,731shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 11,163 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $128,486.13 and (ii) 2,109 shares of Envestnet common stock. The unvested portion of this option covering 146,492 shares of Issuer common stock was assumed and exchanged for an award of 20,783 restricted shares of Envestnet common stock.
F15Represents par value of Issuer's common stock.
F16Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 4,687 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 2,368 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,319 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $26,691.69 and (ii) 438 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 14,063 shares of Issuer common stock was assumed and exchanged for an award of 7,772 restricted shares of Envestnet common stock.
F17Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 7,331 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 3,704 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,627 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $41,746.77 and (ii) 685 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 21,944 shares of Issuer common stock was assumed and exchanged for an award of 12,154 restricted shares of Envestnet common stock.
F18Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 24,229 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 12,248 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 11,981 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $137,901.31 and (ii) 2,263 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 72,690 shares of Issuer common stock was assumed and exchanged for an award of 40,169 restricted shares of Envestnet common stock.
F2Pursuant to the terms of the Merger Agreement and in connection with the Merger, and each of the trusts for the benefit of a child of the reporting person received $8,344.75 and 136 shares of Envestnet Common Stock.
F3These shares are held in trust for the benefit of a child of the reporting person for which the reporting person serves as trustee. The reporting person shares voting and investment control over the shares but disclaims beneficial ownership of the shares.
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 59,683 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 40,137 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $461,976.87 and (ii) 7,582 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 25,172 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 16,878 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $194,265.78 and (ii) 3,188 shares of Envestnet common stock.
F6Pursuant 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 77,822 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 52,178 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $600,568.78 and (ii) 9,856 shares of Envestnet common stock.
F7Pursuant 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 31,284 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 20,976 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $241,433.76 and (ii) 3,962 shares of Envestnet common stock.
F8Pursuant 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 5,980 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 4,010 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $46,155.10 and (ii) 757 shares of Envestnet common stock.
F9Pursuant 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 57,703 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 33,927 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $390,499.77 and (ii) 6,409 shares of Envestnet common stock.