SEC Form 4 · accession 0000899243-15-008773
YODLEE INC · YDLE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Armsby
Officer — Chief Financial Officer
Period of report
Nov 19, 2015
Accepted (ET)
Nov 23, 2015 · 8:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001161315
Table I — non-derivative securities
No Table I lines on this filing.
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 StockF1 | $8.50 | Nov 19, 2015 | D | 337,082 | D | Apr 25, 2014 | Apr 30, 2023 | Common Stock | 337,082 | 0 | D |
| Right to Buy (Common StockF2 | $12.00 | Nov 19, 2015 | D | 31,440 | D | Apr 30, 2014 | Apr 1, 2024 | Common Stock | 31,440 | 0 | D |
| Right to Buy (Common StockF3 | $13.00 | Nov 19, 2015 | D | 91,800 | D | Mar 24, 2015 | Mar 2, 2025 | Common Stock | 91,800 | 0 | D |
| Restricted Stock UnitF5,F4 | $0.001 | Nov 19, 2015 | D | 6,445 | D | May 15, 2015 | May 15, 2019 | Common Stock | 6,445 | 0 | D |
| Restricted Stock UnitF6,F4 | $0.001 | Nov 19, 2015 | D | 37,900 | D | Nov 19, 2015 | Feb 24, 2020 | Common Stock | 37,900 | 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") the vested portion of this option covering 224,580 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 162,530 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 62,050 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $714,195.50 and (ii) 11,721 shares of Envestnet common stock. The unvested portion of this option covering 112,502 shares of Issuer common stock was assumed and exchanged for an award of 31,957 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 17,193 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 14,292 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 2,901 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $33,390.51 and (ii) 548 shares of Envestnet common stock. The unvested portion of this option covering 14,247 shares of Issuer common stock was assumed and exchanged for an award of 2,472 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 34,425 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 29,674 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 4,751 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $54,684.01 and (ii) 897 shares of Envestnet common stock. The unvested portion of this option covering 57,375 shares of Issuer common stock was assumed and exchanged for an award of 8,140 restricted shares of Envestnet common stock.
- F4Represents par value of Issuer's common stock.
- F5Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 1,611 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 745 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 866 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $9,967.66 and (ii) 164 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 4,834 shares of Issuer common stock was assumed and exchanged for an award of 2,672 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 restricted stock unit covering 9,475 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 4,383 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 5,092 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $58,608.92 and (ii) 962 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 28,425 shares of Issuer common stock was assumed and exchanged for an award of 15,708 restricted shares of Envestnet common stock.