Statement of Changes in Beneficial Ownership (4)
17 Abril 2019 - 5:48PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SPENCER JEB S.
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2. Issuer Name
and
Ticker or Trading Symbol
ELLIE MAE INC
[
ELLI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Board of Directors
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(Last)
(First)
(Middle)
C/O ELLIE MAE, INC., 4420 ROSEWOOD DRIVE, SUITE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/17/2019
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(Street)
PLEASANTON, CA 94588
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/17/2019
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D
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4486
(1)
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D
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$99.0
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2105
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D
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Common Stock
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4/17/2019
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D
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2105
(2)
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D
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$99.0
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$5.02
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4/17/2019
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D
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4167
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(3)
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8/17/2021
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Common Stock
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4167
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$99.0
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0
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D
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Non-Qualified Stock Option (right to buy)
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$15.34
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4/17/2019
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D
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9350
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(3)
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5/15/2022
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Common Stock
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9350
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$99.0
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0
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D
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Non-Qualified Stock Option (right to buy)
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$22.2
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4/17/2019
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D
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8000
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(3)
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5/29/2023
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Common Stock
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8000
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$99.0
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0
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D
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Non-Qualified Stock Option (right to buy)
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$26.69
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4/17/2019
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D
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12000
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(3)
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5/21/2024
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Common Stock
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12000
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$99.0
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0
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D
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Non-Qualified Stock Option (right to buy)
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$66.63
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4/17/2019
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D
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3455
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(3)
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6/17/2025
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Common Stock
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3455
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$99.0
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0
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SPENCER JEB S.
C/O ELLIE MAE, INC.
4420 ROSEWOOD DRIVE, SUITE 500
PLEASANTON, CA 94588
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X
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Board of Directors
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Signatures
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/s/ Jeb S. Spencer
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4/17/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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