Sec Form 4 Filing - Warburg Pincus Private Equity VIII, L.P. @ YODLEE INC - 2015-11-19

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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
Warburg Pincus Private Equity VIII, L.P.
2. Issuer Name and Ticker or Trading Symbol
YODLEE INC [ YDLE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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)
_____ Form filed by One Reporting Person
__ X __ 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 8,160,691 D $ 11.51 ( 1 ) 0 I By Partnership ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
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
Warburg Pincus Private Equity VIII, L.P.
C/O YODLEE, INC.
3600 BRIDGE PARKWAY, SUITE 200
REDWOOD CITY, CA94065
X X
Warburg Pincus Partners, L.P.
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
Warburg Pincus Partners GP LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
KAYE CHARLES R
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Landy Joseph P.
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Signatures
WARBURG PINCUS PRIVATE EQUITY VIII, L.P., By: Warburg Pincus Partners, L.P., its general partner, By: Warburg Pincus Partners GP LLC, its general partner, By: Warburg Pincus & Co., its managing partner, By: /s/ Robert B. Knauss, Partner 11/23/2015
Signature of Reporting Person Date
WARBURG PINCUS PARTNERS, L.P., By: Warburg Pincus Partners GP LLC, its General Partner, By: Warburg Pincus & Co., its managing partner, By: /s/ Robert B. Knauss, Partner 11/23/2015
Signature of Reporting Person Date
WARBURG PINCUS PARTNERS GP LLC, By: Warburg Pincus & Co., its managing partner, By: /s/ Robert B. Knauss, Partner 11/23/2015
Signature of Reporting Person Date
WARBURG PINCUS & CO., By: /s/ Robert B. Knauss, Partner 11/23/2015
Signature of Reporting Person Date
WARBURG PINCUS LLC, By: /s/ Robert B. Knauss, Managing Director 11/23/2015
Signature of Reporting Person Date
CHARLES R. KAYE, By: /s/ Robert B. Knauss, Attorney-in-Fact 11/23/2015
Signature of Reporting Person Date
JOSEPH P. LANDY, By: /s/ Robert B. Knauss, Attorney-in-Fact 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 $93,929,601.83 and 1,541,553 shares of Envestnet Common Stock.
( 2 )Shares are held directly by Warburg Pincus Private Equity VIII L.P., a Delaware limited partnership ("WP VIII") and two of its affiliates (i) WP-WP VIII Investors, L.P., a Delaware limited partnership ("WP VIII Investors") and (ii) Warburg Pincus Netherlands Private Equity VIII I C.V., a company incorporated under the laws of the Netherlands ("WP VIII Netherlands", WP VIII and WP VIII Investors, the "WP VIII Funds").
( 3 )The stockholders are Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), and its two affiliated funds, Warburg Pincus Netherlands Private Equity VIII C.V. I, a Netherlands commanditaire vennootschap ("WP VIII Netherlands"), and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP VIII Investors", and together with WP VIII and WP VIII Netherlands, the "WP VIII Funds"). WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP VIII Investors GP"), is the general partner of WP VIII Investors. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP VIII Investors GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII and WP VIII Netherlands.
( 4 )(Continued form footnote 3) Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP VIII Funds. Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Reporting Persons (as defined below). Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Reporting Persons (as defined below).
( 5 )Each of Messrs. Kaye and Landy, together with the WP VIII Funds, WP VIII GP, WP VIII Investors LLC, WP Partners, WP GP LLC, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Reporting Persons". Each Warburg Pincus Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock and this report shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, any of the reporting persons is the beneficial ownership of these securities. The WP VIII Funds, WP VIII GP, WP Partners, WP GP LLC and WP are directors by deputization solely for purposes of Section 16 of the Exchange Act.
( 6 )Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.

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