Edgar Filing: ELLIE MAE INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Charter Legacy, LLC

2. Issuer Name and Ticker or Trading Symbol
ELLIE MAE INC [ELLI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O C.M. CAPITAL CORP., 525 UNIVERSITY AVENUE, SUITE 1400

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2011

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/20/2011		C		666,666	A	⁽¹⁾	666,666	I	See footnote ⁽²⁾
Common Stock	04/20/2011		C		637,586	A	⁽¹⁾	1,304,252	I	See footnote ⁽²⁾
Common Stock	04/20/2011		C		160,133	A	⁽¹⁾	1,464,385	I	See footnote ⁽²⁾
Common Stock	04/20/2011		C		296,622	A	⁽¹⁾	1,761,007	I	See footnote ⁽²⁾
Common Stock	04/20/2011		C		363,373	A	⁽¹⁾	2,124,380	I	See footnote ⁽²⁾
Common Stock	04/20/2011		C		163,539	A	⁽¹⁾	2,287,919	I	See footnote ⁽²⁾
Common Stock	04/20/2011		X		83,333 ⁽³⁾	A	$ 3	2,371,252	I	See footnote ⁽²⁾
Common Stock	04/20/2011		S		41,667 ⁽³⁾	D	$ 6	2,329,585	I	See footnote ⁽²⁾
Common Stock	04/20/2011		S		553,841 ⁽⁴⁾	D	$ 6	1,775,744	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

04/20/2011

666,666

⁽¹⁾

Common Stock

666,666

⁽¹⁾

See footnote ⁽²⁾

Series B Preferred Stock

⁽¹⁾

04/20/2011

637,586

⁽¹⁾

Common Stock

637,586

⁽¹⁾

See footnote ⁽²⁾

Series C Preferred Stock

⁽¹⁾

04/20/2011

160,133

⁽¹⁾

Common Stock

160,133

⁽¹⁾

See footnote ⁽²⁾

Series D Preferred Stock

⁽¹⁾

04/20/2011

296,622

⁽¹⁾

Common Stock

296,622

⁽¹⁾

See footnote ⁽²⁾

Series E Preferred Stock

⁽¹⁾

04/20/2011

363,373

⁽¹⁾

Common Stock

363,373

⁽¹⁾

See footnote ⁽²⁾

Series F Preferred Stock

⁽¹⁾

04/20/2011

163,539

⁽¹⁾

Common Stock

163,539

⁽¹⁾

See footnote ⁽²⁾

Common Stock Warrant

$ 3

04/20/2011

17,730

07/13/2001

⁽⁵⁾

Common Stock

17,730

$ 3

See footnote ⁽²⁾

Common Stock Warrant

$ 3

04/20/2011

17,730

08/15/2001

⁽⁵⁾

Common Stock

17,730

$ 3

See footnote ⁽²⁾

Common Stock Warrant

$ 3

04/20/2011

47,873

10/01/2001

⁽⁵⁾

Common Stock

47,783

$ 3

See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Charter Legacy, LLC C/O C.M. CAPITAL CORP. 525 UNIVERSITY AVENUE, SUITE 1400 PALO ALTO, CA 94301		X
CMC Master Fund, L.P. C/O C.M. CAPITAL CORP. 525 UNIVERSITY AVENUE, SUITE 1400 PALO ALTO, CA 94301		X
C.M. Capital Advisors, LLC C/O C.M. CAPITAL CORP. 525 UNIVERSITY AVENUE, SUITE 1400 PALO ALTO, CA 94301		X
C.M. Capital Corp 525 UNIVERSITY AVENUE, SUITE 1400 PALO ALTO, CA 94301		X

Signatures

/s/ Elizabeth Hammack, Authorized Officer		04/21/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Upon the closing of the Issuer's initial public offering on April 20, 2011, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock (collectively, the "Preferred Shares") converted automatically into shares of the Issuer's Common Stock. The Preferred Shares converted on a one-to-one basis into Common Stock, without payment of additional consideration. The Preferred Shares were convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's initial public offering and had no expiration date.
(2)	The reported securities are held of record by Charter Legacy, LLC. Charter Legacy, LLC is a wholly owned investment vehicle of the CMC Master Fund, L.P. C.M. Capital Advisors, LLC is the fund manager of CMC Master Fund, L.P. and the manager of Charter Legacy, LLC. The sole member of C.M. Capital Advisors, LLC is C.M. Capital Corp.
(3)	These shares reflect the combined net exercise of the warrants for Common Stock pursuant to the terms of the warrants into 41,666 shares of the Issuer's Common Stock.
(4)	Shares sold as part of the initial public offering, including shares sold as part of the partial exercise of the underwriters' overallotment option.
(5)	Pursuant to their terms, the warrants would terminate at the closing of the Issuer's initial public offering. The holder elected to net exercise the warrants contingent upon and effective immediately prior to the closing of the Issuer's initial public offering of Common Stock.

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