Sec Form 4 Filing - Polverari Joseph @ YODLEE INC - 2015-11-19

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 Polverari Joseph 2. Issuer Name and Ticker or Trading Symbol YODLEE INC [ YDLE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Strategy & Dev. Officer (Last) (First) (Middle) C/O YODLEE, INC., 3600 BRIDGE PARKWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2015 (Street) REDWOOD CITY, CA94065 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 11/19/2015 11/19/2015 U 39,376 D $ 11.51 ( 1 ) 0 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 (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 Right to Buy (Common Stock $ 3.3 11/19/2015 11/19/2015 D 12,072 02/01/2008 09/19/2016 Common Stock 12,072 $ 0 0 ( 2 ) D Right to Buy (Common Stock $ 3.3 11/19/2015 11/19/2015 D 33,692 04/06/2008 03/06/2018 Common Stock 33,692 $ 0 0 ( 3 ) D Right to Buy (Common Stock $ 3.3 11/19/2015 11/19/2015 D 26,400 07/01/2009 07/02/2019 Common Stock 26,400 $ 0 0 ( 4 ) D Right to Buy (Common Stock $ 4.4 11/19/2015 11/19/2015 D 33,902 03/02/2010 02/01/2020 Common Stock 33,902 $ 0 0 ( 5 ) D Right to Buy (Common Stock $ 6.3 11/19/2015 11/19/2015 D 9,000 04/23/2011 03/23/2021 Common Stock 9,000 $ 0 0 ( 6 ) D Right to Buy (Common Stock $ 6.9 11/19/2015 11/19/2015 D 29,999 06/16/2012 05/16/2022 Common Stock 29,999 $ 0 0 ( 7 ) D Right to Buy (Common Stock $ 8.5 11/19/2015 11/19/2015 D 25,000 05/01/2013 05/16/2022 Common Stock 25,000 $ 0 0 ( 8 ) D Right to Buy (Common Stock $ 12 11/19/2015 11/19/2015 D 33,280 04/30/2014 04/01/2024 Common Stock 33,280 $ 0 0 ( 9 ) D Right to Buy (Common Stock $ 13 11/19/2015 11/19/2015 D 65,817 03/24/2015 03/02/2025 Common Stock 65,817 $ 0 0 ( 10 ) D Restricted Stock Unit $ 0.001 ( 11 ) 11/19/2015 11/19/2015 D 5,625 04/08/2015 04/08/2017 Common Stock 5,625 $ 0 0 ( 12 ) D Restricted Stock Unit $ 0.001 ( 11 ) 11/19/2015 11/19/2015 D 6,822 05/15/2015 05/15/2019 Common Stock 6,822 $ 0 0 ( 13 ) D Restricted Stock Unit $ 0.001 ( 11 ) 11/19/2015 11/19/2015 D 27,215 11/19/2015 02/24/2020 Common Stock 27,215 $ 0 0 ( 14 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Polverari Joseph C/O YODLEE, INC. 3600 BRIDGE PARKWAY, SUITE 200 REDW OOD CITY, CA94065 Chief Strategy & Dev. Officer Signatures /s/ Marc Blouin Atty-in-Fact for Joseph Polverari 11/23/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Agreement and Plan of Merger dated August 10, 2015 by and among Envestnet, Inc. ("Envestnet"), Yale Merger Corp ("Merger Sub") and the Issuer (the "Merger Agreement"), Merger Sub merged with and into the Issuer (the "Merger"), and the Reporting Person received $453,217.76 and 7,438 shares of Envestnet Common Stock. ( 2 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 6,794 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 5,278 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $60,749.78 and (ii) 997 shares of Envestnet common stock. ( 3 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 18,961 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 14,731 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $169,553.81 and (ii) 2,783 shares of Envestnet common stock. ( 4 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 14,857 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 11,543 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $132,859.93 and (ii) 2,180 shares of Envestnet common stock. ( 5 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 20,228 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 13,674 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $157,387.74 and (ii) 2,583 shares of Envestnet common stock. ( 6 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option was not assumed by Envestnet and was exercised in a cashless net exercise whereby 5,897 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations, and 3,103 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $35,715.53 and (ii) 586 shares of Envestnet common stock. ( 7 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 27,186 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 18,315 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 8,871 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $102,105.21 and (ii) 1,676 shares of Envestnet common stock. The unvested portion of this option covering 2,813 shares of Issuer common stock was assumed and exchanged for an award of 942 restricted shares of Envestment common stock. ( 8 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 18,358 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 13,272 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 5,086 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $58,539.86 and (ii) 961 shares of Envestnet common stock. The unvested portion of this option covering 6,642 shares of Issuer common stock was assumed and exchanged for an award of 1,888 restricted shares of Envestment common stock. ( 9 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 18,199 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 15,120 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,079 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $35,439.29 and (ii) 582 shares of Envestnet common stock. The unvested portion of this option covering 15,081 shares of Issuer common stock was assumed and exchanged for an award of 2,617 restricted shares of Envestment common stock. ( 10 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this option covering 24,681 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 21,266 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,415 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $39,306.65 and (ii) 645 shares of Envestnet common stock. The unvested portion of this option covering 41,136 shares of Issuer common stock was assumed and exchanged for an award of 5,836 restricted shares of Envestment common stock. ( 11 )Represents par value of Issuer's common stock. ( 12 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 1,406 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 648 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 758 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $8,724.58 and (ii) 143 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 4,219 shares of Issuer common stock was assumed and exchanged for an award of 2,332 restricted shares of Envestnet common stock. ( 13 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 1,705 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 786 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 919 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $10,577.69 and (ii) 174 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 5,117 shares of Issuer common stock was assumed and exchanged for an award of 2,828 restricted shares of Envestnet common stock. ( 14 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the vested portion of this restricted stock unit covering 6,803 shares of Issuer common stock was not assumed by Envestnet and was exercised in a cashless net exercise whereby 3,139 shares of Issuer common stock were withheld to satisfy the applicable exercise price and tax withholding obligations and 3,664 shares of Issuer common stock issued upon such exercise were cancelled in exchange for (i) a cash payment of $42,172.64 and (ii) 692 shares of Envestnet common stock. The unvested portion of this restricted stock unit covering 20,412 shares of Issuer common stock was assumed and exchanged for an award of 11,280 restricted shares of Envestnet common stock.

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