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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 6.8 | 04/17/2019 | D | 10,000 | (3) | 05/17/2021 | Common Stock | 10,000 | $ 99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 8.85 | 04/17/2019 | D | 21,666 | (3) | 08/26/2020 | Common Stock | 21,666 | $ 99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 15.34 | 04/17/2019 | D | 12,000 | (3) | 05/15/2022 | Common Stock | 12,000 | $ 99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 22.2 | 04/17/2019 | D | 12,000 | (3) | 05/29/2023 | Common Stock | 12,000 | $ 99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 26.69 | 04/17/2019 | D | 12,000 | (3) | 05/21/2024 | Common Stock | 12,000 | $ 99 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 66.63 | 04/17/2019 | D | 3,455 | (3) | 06/17/2025 | Common Stock | 3,455 | $ 99 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BUCCELLATO CARL C/O ELLIE MAE, INC. 4420 ROSEWOOD DRIVE, SUITE 500 PLEASANTON, CA 94588 |
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| /s/ Carl Buccellato | 04/17/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 11, 2019, by and among Ellie Mae, Inc., a Delaware corporation ("Issuer"), EM Eagle Purchaser, LLC, a Delaware limited liability company ("Parent") and EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on April 17, 2019, Merger Sub merged with and into Issuer (the "Merger"), with Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger ("Effective Time") each share of Common Stock was cancelled and converted into the right to receive $99.00 in cash, without interest. |
| (2) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 11, 2019, by and among Ellie Mae, Inc., a Delaware corporation ("Issuer"), EM Eagle Purchaser, LLC, a Delaware limited liability company ("Parent") and EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on April 17, 2019, Merger Sub merged with and into Issuer (the "Merger"), with Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger ("Effective Time"), each restricted stock unit, whether vested or unvested, was cancelled and converted into the right to receive a cash amount equal to (i) the aggregate number of shares subject to the restricted stock unit award multiplied by (ii) $99.00. |
| (3) | Pursuant to the Merger Agreement, at the Effective Time, each stock option, whether vested or unvested, was cancelled and automatically converted into the right to receive a cash amount equal to (i) the aggregate number of shares subject to such option multiplied by (ii) $99.00 less the applicable per share exercise price under such option. |