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Form 4 ELLIE MAE INC For: Feb 18 Filed by: Luce Edgar

February 19, 2015 8:24 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Luce Edgar

(Last) (First) (Middle)
C/O ELLIE MAE, INC.
4155 HOPYARD ROAD, SUITE 200

(Street)
PLEASANTON CA 94588

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ELLIE MAE INC [ ELLI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/18/2015 (1)   S   2,100.00 (2) D $ 50.9931 (3) 76,337 D  
Common Stock 02/18/2015 (1)   S   400.00 (2) D $ 51.5125 (4) 75,937 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
2. The reported shares represent 25% of the 2/5/14 RSU grant which vested on 2/15/15; the remaining 75% of the RSUs granted will vest in equal annual installments thereafter, until such time as the RSUs are 100% vested.
3. The price reported is a weighted average price. The shares were sold in multiple transactions ranging from $50.30 to $51.20, inclusive. The reporting person undertakes to provide to Ellie Mae, Inc., any security holder of Ellie Mae, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
4. The price reported is a weighted average price. The shares were sold in multiple transactions ranging from $51.39 to $51.65, inclusive. The reporting person undertakes to provide to Ellie Mae, Inc., any security holder of Ellie Mae, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
/s/ Edgar A. Luce 02/19/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
The undersigned, as a Section 16 reporting person of Ellie Mae, 
Inc. (the "Company"), hereby constitutes and appoints each of 
Sigmund Anderman, Jonathan Corr, Edgar Luce, LeeAnn Linck, Brian 
Brown and Matthew LaVay signing singly, with full power of 
substitution, the undersigned's true and lawful 
attorneys-in-fact to: 

(1) prepare, execute in the undersigned's name and on the 
undersigned's behalf, and submit to the U.S. Securities and 
Exchange Commission (the "SEC") a Form ID, including amendments 
thereto, and any other documents necessary or appropriate to 
obtain codes and passwords enabling the undersigned to make 
electronic filings with the SEC of reports required by 
Section 16(a) of the Securities Exchange Act of 1934 or any 
rule or regulation of the SEC;  

(2) execute for and on behalf of the undersigned, in the 
undersigned's capacity as an officer and/or director of the 
Company, and/or 10% holder of the Company's capital stock, 
Forms 3, 4, and 5 and any amendments thereto in accordance 
with Section 16(a) of the Securities Exchange Act of 1934 
(as amended) and the rules thereunder;  

(3) do and perform any and all acts for and on behalf of the 
undersigned which may be necessary or desirable to complete 
and execute any such Form 3, 4, or 5, complete and execute 
any amendment or amendments thereto, and timely file such form 
with the SEC and any stock exchange or similar authority; and  
(4) take any other action of any type whatsoever in connection 
with the foregoing which, in the opinion of such attorney-in-fact, 
may be of benefit to, in the best interest of, or legally required 
by, the undersigned, it being understood that the documents executed 
by such attorney-in-fact on behalf of the undersigned pursuant to 
this Power of Attorney shall be in such form and shall contain 
such terms and conditions as such attorney-in-fact may approve 
in such attorney-in-fact's discretion.  

The undersigned hereby grants to each such attorney-in-fact 
full power and authority to do and perform any and every act 
and thing whatsoever requisite, necessary, or proper to be done 
in the exercise of any of the rights and powers herein granted, 
as fully to all intents and purposes as the undersigned might or 
could do if personally present, with full power of substitution 
or revocation, hereby ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact's substitute or 
substitutes, shall lawfully do or cause to be done by virtue of 
this power of attorney and the rights and powers herein granted. 
The undersigned acknowledges that the foregoing attorneys-in-fact, 
in serving in such capacity at the request of the undersigned, is 
not assuming, nor is the Company assuming, any of the undersigned's 
responsibilities to comply with Section 16 of the Securities 
Exchange Act of 1934 (as amended).
      
This Power of Attorney shall remain in full force and effect until 
the undersigned is no longer required to file Forms 3, 4 and 5 with 
respect to the undersigned's holdings of and transactions in 
securities issued by the Company, unless earlier revoked by the 
undersigned in a signed writing delivered to the Company and 
the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of 
Attorney to be executed as of this 11th day of February, 2015.


			Signature:    /s/ Edgar Luce
			Printed Name: Edgar Luce







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