- Initial Statement of Beneficial Ownership (3)
April 14 2011 - 3:56PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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February 28, 2011
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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
*
Charter Legacy, LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/14/2011
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3. Issuer Name
and
Ticker or Trading Symbol
ELLIE MAE INC [ELLI]
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(Last)
(First)
(Middle)
C/O C.M. CAPITAL CORP., 525 UNIVERSITY AVENUE, SUITE 1400
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
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(1)
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(1)
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Common Stock
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666666
(2)
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(1)
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I
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See footnote
(3)
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Series B Preferred Stock
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(1)
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(1)
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Common Stock
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637586
(2)
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(1)
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I
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See footnote
(3)
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Series C Preferred Stock
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(1)
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(1)
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Common Stock
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160133
(2)
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(1)
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I
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See footnote
(3)
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Series D Preferred Stock
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(1)
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(1)
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Common Stock
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296622
(2)
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(1)
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I
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See footnote
(3)
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Series E Preferred Stock
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(1)
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(1)
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Common Stock
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363373
(2)
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(1)
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I
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See footnote
(3)
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Series F Preferred Stock
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(1)
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(1)
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Common Stock
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163539
(2)
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(1)
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I
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See footnote
(3)
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Common Stock Warrant
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(4)
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(4)
(5)
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Common Stock
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17730
(2)
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$3
(2)
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I
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See footnote
(3)
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Common Stock Warrant
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(4)
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(4)
(6)
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Common Stock
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17730
(2)
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$3
(2)
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I
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See footnote
(3)
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Common Stock Warrant
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(4)
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(4)
(7)
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Common Stock
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47873
(2)
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$3
(2)
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I
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See footnote
(3)
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Explanation of Responses:
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(
1)
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The 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 shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.
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(
2)
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Reflects a 1-for-3 reverse stock split of the Issuer's outstanding shares effected April 14, 2011.
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(
3)
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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.
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(
4)
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The Common Stock Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of Common Stock. The holder has 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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(
5)
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In the event the Issuer's public offering does not occur, this Warrant shall terminate on July 13, 2011.
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(
6)
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In the event the Issuer's public offering does not occur, this Warrant shall terminate on August 15, 2011.
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(
7)
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In the event the Issuer's public offering does not occur, this Warrant shall terminate on October 1, 2011.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Charter Legacy, LLC
C/O C.M. CAPITAL CORP.
525 UNIVERSITY AVENUE, SUITE 1400
PALO ALTO, CA 94301
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X
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CMC Master Fund, L.P.
C/O C.M. CAPITAL CORP.
525 UNIVERSITY AVENUE, SUITE 1400
PALO ALTO, CA 94301
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X
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C.M. Captial Advisors, LLC
C/O C.M. CAPITAL CORP.
525 UNIVERSITY AVENUE, SUITE 1400
PALO ALTO, CA 94301
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X
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C.M. Capital Corp
525 UNIVERSITY AVENUE, SUITE 1400
PALO ALTO, CA 94301
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X
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Signatures
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/s/ Elizabeth Hammack, Authorized Officer
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4/14/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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