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 *
SCHREINER GATES CATHLEEN
  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)
EVP, Sales & Marketing
(Last)
(First)
(Middle)
C/O ELLIE MAE, INC., 4420 ROSEWOOD DRIVE, SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2019
(Street)

PLEASANTON, CA 94588
4. If Amendment, Date 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
(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)
Code V Amount (A) or (D) Price
Common Stock 04/17/2019(1)   D   19,287 (2) D $ 99 28,642 D  
Common Stock 04/17/2019   D   14,067 (3) D $ 99 14,575 D  
Common Stock 04/17/2019   D   5,000 (4) D $ 99 9,575 D  
Common Stock 04/17/2019   D   9,575 (5) D $ 99 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
SCHREINER GATES CATHLEEN
C/O ELLIE MAE, INC.
4420 ROSEWOOD DRIVE, SUITE 500
PLEASANTON, CA 94588
      EVP, Sales & Marketing  

Signatures

 /s/ Cathleen S. Gates   04/17/2019
**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) Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 11, 2019, by and among Ellie Mae, Inc., a Delaware corporation ("Issuer"), EM Eagle Purchaser, LLC, a Delaware limited liability company ("Parent") and EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on April 17, 2019, Merger Sub merged with and into Issuer (the "Merger"), with Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.
(2) Pursuant to the terms of the Merger Agreement, at the effective time of the Merger ("Effective Time"), each unvested restricted stock unit award was cancelled and replaced with the right to receive a cash amount equal to (i) the aggregate number of shares subject to the unvested restricted stock unit award multiplied by (ii) $99.00, subject to applicable withholding taxes, which amount will, subject to the Reporting Person's continued service with Parent and its affiliates (including Issuer and its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the corresponding, cancelled unvested restricted stock unit award would have vested and will generally have the same terms as the corresponding, cancelled unvested restricted stock unit award.
(3) Pursuant to the Merger Agreement, at the Effective Time, each unvested restricted stock award that was paid out in settlement of performance shares was cancelled and replaced with the right to receive a cash amount equal to (i) the aggregate number of shares subject to the unvested restricted stock award multiplied by (ii) $99.00, subject to applicable withholding taxes, which amount will, subject to the Reporting Person's continued service with Parent and its affiliates (including Issuer and its subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the corresponding, cancelled unvested restricted stock award would have vested and will generally have the same terms as the corresponding, cancelled unvested restricted stock award.
(4) Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 11, 2019, by and among Ellie Mae, Inc., a Delaware corporation ("Issuer"), EM Eagle Purchaser, LLC, a Delaware limited liability company ("Parent") and EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on April 17, 2019, Merger Sub merged with and into Issuer (the "Merger"), with Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger ("Effective Time"), each share of Common Stock was cancelled and converted into the right to receive $99.00 in cash, without interest, less any applicable withholding taxes.
(5) Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award that was still subject to performance-based vesting became vested with respect to a number of shares subject to such award calculated in accordance with the award's existing terms and all outstanding restricted stock unit award was cancelled and converted into the right to receive $99.00 in cash in respect of each vested share subject to such award, subject to any applicable withholding taxes.

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