SEC Form 4 · accession 0000899243-15-008772
YODLEE INC · YDLE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Jung
Director
Period of report
Nov 19, 2015
Accepted (ET)
Nov 23, 2015 · 8:27 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 | 1,968 | $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 | $12.00 | Nov 19, 2015 | D | 21,598 | D | Nov 15, 2015 | Sep 16, 2024 | Common Stock | 21,598 | 0 | D |
| Right to Buy (Common StockF3 | $14.19 | Nov 19, 2015 | D | 11,434 | D | Nov 19, 2015 | Jun 1, 2025 | Common Stock | 11,434 | 0 | D |
| Restricted Stock UnitF5,F4 | $0.001 | Nov 19, 2015 | D | 3,935 | D | Nov 15, 2015 | Apr 1, 2017 | Common Stock | 3,935 | 0 | D |
| Restricted Stock UnitF6,F4 | $0.001 | Nov 19, 2015 | D | 3,177 | D | Nov 19, 2015 | May 21, 2016 | Common Stock | 3,177 | 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 $22,651.68 and 371 shares of Envestnet Common Stock.
- F2As a result of the Merger, the option became fully vested and exercisable. Pursuant 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 15,065 shares of Issuer common stock were withheld to satisfy the applicable exercise price, and 6,563 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $75,194.83 and (ii) 1,234 shares of Envestnet common stock.
- F3As a result of the Merger, the option became fully vested and exercisable. Pursuant 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 9,277 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 2,157 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $24,827.07 and (ii) 407 shares of Envestnet common stock.
- F4Represents par value of YDLE common stock.
- F5Pursuant to the terms of the Merger Agreement and in connection with the Merger, this restricted stock unit was not assumed by Envestnet and 3,935 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $45,291.85 and (ii) 743 shares of Envestnet common stock.
- F6Pursuant to the terms of the Merger Agreement and in connection with the Merger, this restricted stock unit was not assumed by Envestnet and 3,177 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $36,567.27 and (ii) 600 shares of Envestnet common stock.