Sec Form 4 Filing - Anderman Sigmund @ ELLIE MAE INC - 2016-12-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person Anderman Sigmund 2. Issuer Name and Ticker or Trading Symbol ELLIE MAE INC [ ELLI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Founder & Executive Chairman (Last) (First) (Middle) C/O ELLIE MAE, INC., 4420 ROSEWOOD DRIVE, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2016 (Street) PLEASANTON, CA94588 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/29/2016 G V 1,588 ( 1 ) D $ 0 ( 1 ) 0 I Sig GRAT 2014 Common Stock 12/29/2016 G V 3,447 ( 2 ) D $ 0 ( 2 ) 0 I Susan GRAT 2014 Common Stock 12/29/2016 G V 1,588 ( 1 ) A $ 0 ( 1 ) 213,810 I by Trust ( 3 ) Common Stock 12/29/2016 G V 3,447 ( 2 ) A $ 0 ( 2 ) 217,257 I by Trust ( 3 ) Common Stock 01/03/2017 F( 4 ) 17,123 D $ 84.66 ( 4 ) 140,751 D Common Stock 10,000 I by 401(k) Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Anderman Sigmund C/O ELLIE MAE, INC. 4420 ROSEWOOD DRIVE, SUITE 500 PLEASANTON, CA94588 X Founder & Executive Chairman Signatures /s/ LeeAnn Linck, as Attorney-in-Fact for Sigmund Anderman 01/05/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 29, 2016, Sig GRAT 2014 transferred 1,588 shares of Common Stock to the Trust (as defined in Footnote 3). ( 2 )On December 29, 2016, Susan GRAT 2014 transferred 3,447 shares of Common Stock to the Trust (as defined in Footnote 3). ( 3 )These shares are held by Sigmund Anderman, Trustee of the Sigmund and Susan Anderman Family Trust dated March 3, 2006 (the "Trust"). ( 4 )Represents shares of common stock withheld by the Issuer in payment of the withholding tax liability incurred upon the vesting of performance restricted stock units. The amount of shares withheld is based on the closing price of ELLI on January 3, 2017.

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).

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