SEC Form 4 · accession 0000899243-15-008775
YODLEE INC · YDLE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David T Lee
Officer — SVP & Chief Mktg Officr
Period of report
Nov 19, 2015
Accepted (ET)
Nov 23, 2015 · 8:33 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 | 2,769 | $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 | 50,000 | D | Mar 31, 2015 | Apr 1, 2024 | Common Stock | 50,000 | 0 | D |
| Right to Buy (Common StockF3 | $13.00 | Nov 19, 2015 | D | 51,677 | D | Mar 24, 2015 | Mar 2, 2025 | Common Stock | 51,677 | 0 | D |
| Restricted Stock UnitF5,F4 | $0.001 | Nov 19, 2015 | D | 11,250 | D | May 15, 2015 | May 15, 2019 | Common Stock | 11,250 | 0 | D |
| Restricted Stock UnitF6,F4 | $0.001 | Nov 19, 2015 | D | 1,875 | D | May 15, 2015 | May 15, 2019 | Common Stock | 1,875 | 0 | D |
| Restricted Stock UnitF7,F4 | $0.001 | Nov 19, 2015 | D | 21,368 | D | Nov 19, 2015 | Feb 24, 2019 | Common Stock | 21,368 | 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 $31,871.19 and 523 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 27,342 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 21,984 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 5,358 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $61,670.58 and (ii) 1,012 shares of Envestnet common stock. The unvested portion of this option covering 22,658 shares of Issuer common stock was assumed and exchanged for an award of 3,932 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 19,379 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 16,273 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,106 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $35,750.06 and (ii) 587 shares of Envestnet common stock. The unvested portion of this option covering 32,298 shares of Issuer common stock was assumed and exchanged for an award of 4,583 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 2,812 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 1,057 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 1,755 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $20,200.05 and (ii)332 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 8,438 shares of Issuer common stock was assumed and exchanged for an award of 4,663 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 468 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 176 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 292 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $3,360.92 and (ii) 55 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 1,407 shares of Issuer common stock was assumed and exchanged for an award of 778 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 restricted stock unit covering 5,342 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 2,008 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,334 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $38,374.34 and (ii) 630 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 16,026 shares of Issuer common stock was assumed and exchanged for an award of 8,856 restricted shares of Envestnet common stock.