4//SEC Filing
BROWN BRIAN E. 4
Accession 0001665981-19-000010
CIK 0001122388other
Filed
Apr 16, 8:00 PM ET
Accepted
Apr 17, 7:43 PM ET
Size
17.3 KB
Accession
0001665981-19-000010
Insider Transaction Report
Form 4
ELLIE MAE INCELLI
BROWN BRIAN E.
VP, Legal Affairs
Transactions
- Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2019-04-17$99.00/sh−68$6,732→ 0 totalExercise: $29.96Exp: 2024-02-18→ Common Stock (68 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2019-04-17$99.00/sh−2,013$199,287→ 43 totalExercise: $61.46Exp: 2025-05-07→ Common Stock (2,013 underlying) - Disposition to Issuer
Common Stock
2019-04-17$99.00/sh−14,496$1,435,104→ 16,842 total - Disposition to Issuer
Common Stock
2019-04-17$99.00/sh−7,523$744,777→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2019-04-17$99.00/sh−43$4,257→ 0 totalExercise: $61.46Exp: 2025-05-07→ Common Stock (43 underlying) - Disposition to Issuer
Common Stock
2019-04-17$99.00/sh−9,319$922,581→ 7,523 total
Footnotes (6)
- [F1]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.
- [F2]Pursuant to the terms of the Merger Agreement, at the effective time of the Merger ("Effective Time"), each unvested restricted stock unit award was cancelled and replaced with the right to receive a cash amount equal to (i) the aggregate number of shares subject to the unvested restricted stock unit award multiplied by (ii) $99.00, subject to applicable withholding taxes, which amount will, subject to the Reporting Person's continued service with Parent and its affiliates (including Issuer and its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the corresponding, cancelled unvested restricted stock unit award would have vested and will generally have the same terms as the corresponding, cancelled unvested restricted stock unit award.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each unvested restricted stock award that was paid out in settlement of performance shares was cancelled and replaced with the right to receive a cash amount equal to (i) the aggregate number of shares subject to the unvested restricted stock award multiplied by (ii) $99.00, subject to applicable withholding taxes, which amount will, subject to the Reporting Person's continued service with Parent and its affiliates (including Issuer and its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the corresponding, cancelled unvested restricted stock award would have vested and will generally have the same terms as the corresponding, cancelled unvested restricted stock award.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award that was still subject to performance-based vesting became vested with respect to a number of shares subject to such award calculated in accordance with the award's existing terms and all outstanding restricted stock unit award was cancelled and converted into the right to receive $99.00 in cash in respect of each vested share subject to such award, subject to any applicable withholding taxes.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each vested option was cancelled and automatically converted into the right to receive a cash amount equal to (i) the aggregate number of shares subject to such vested option multiplied by (ii) $99.00 less the applicable per share exercise price under such vested option, subject to any applicable withholding taxes.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, each unvested option was cancelled and replaced with the right to receive a cash amount equal to (i) the aggregate number of shares subject to such unvested option multiplied by (ii) $99.00 less the applicable per share exercise price under such unvested option, subject to any applicable withholding taxes, which amount will, subject to the Reporting Person's continued service with Parent and its affiliates (including Issuer and its subsidiaries) through the applicable vesting dates, vest and be payable at same time as the corresponding, cancelled unvested option would have vested and will generally have the same terms that applied to the corresponding, cancelled unvested option.
Documents
Issuer
ELLIE MAE INC
CIK 0001122388
Entity typeother
Related Parties
1- filerCIK 0001665981
Filing Metadata
- Form type
- 4
- Filed
- Apr 16, 8:00 PM ET
- Accepted
- Apr 17, 7:43 PM ET
- Size
- 17.3 KB