Edgar Filing: ELLIE MAE INC

elliemae13ga-020714.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

(Amendment No. 1)*

Ellie Mae Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

28849P100

(CUSIP Number)

December 31, 2013

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]Rule 13d-1(b)

[x]Rule 13d-1(c)

[ ]Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the Following Pages)

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Shannon River Partners LP

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

	(a) [ ]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER



6.	SHARED VOTING POWER



7.	SOLE DISPOSITIVE POWER



8.	SHARED DISPOSITIVE POWER



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 5%

12.	TYPE OF REPORTING PERSON*

	PN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Shannon River Master Fund, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

	(a) [ ]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER



6.	SHARED VOTING POWER



7.	SOLE DISPOSITIVE POWER



8.	SHARED DISPOSITIVE POWER



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 5%

12.	TYPE OF REPORTING PERSON*

	PN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Doonbeg Master Fund, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

	(a) [ ]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER



6.	SHARED VOTING POWER



7.	SOLE DISPOSITIVE POWER



8.	SHARED DISPOSITIVE POWER



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 5%

12.	TYPE OF REPORTING PERSON*

	PN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Shannon River Fund Management LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

	(a) [ ]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER



6.	SHARED VOTING POWER



7.	SOLE DISPOSITIVE POWER



8.	SHARED DISPOSITIVE POWER



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 5%

12.	TYPE OF REPORTING PERSON*

	OO

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Shannon River Capital Management LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

	(a) [ ]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER



6.	SHARED VOTING POWER



7.	SOLE DISPOSITIVE POWER



8.	SHARED DISPOSITIVE POWER



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 5%

12.	TYPE OF REPORTING PERSON*

	OO

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Shannon River Global Management, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

	(a) [ ]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER



6.	SHARED VOTING POWER



7.	SOLE DISPOSITIVE POWER



8.	SHARED DISPOSITIVE POWER



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 5%

12.	TYPE OF REPORTING PERSON*

	OO

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Doonbeg Global Management, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

	(a) [ ]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER



6.	SHARED VOTING POWER



7.	SOLE DISPOSITIVE POWER



8.	SHARED DISPOSITIVE POWER



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 5%

12.	TYPE OF REPORTING PERSON*

	OO

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Spencer Waxman

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

	(a) [ ]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER



6.	SHARED VOTING POWER



7.	SOLE DISPOSITIVE POWER



8.	SHARED DISPOSITIVE POWER



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 5%

12.	TYPE OF REPORTING PERSON*

	IN

This statement is filed with respect to the shares of common stock (the "Common Stock") of Ellie Mae Inc. (the "Issuer") beneficially owned by the Reporting Persons identified below as of December 31, 2013, and amends and supplements the Schedule 13G originally filed on August 6, 2013 (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:

Shannon River Partners LP (the “Shannon River Partners Fund”),

Shannon River Master Fund, L.P. (the “Shannon River Master Fund”),

Doonbeg Master Fund, L.P. (the “Doonbeg Fund”),

Shannon River Fund Management LLC (“SR Management LLC”),

Shannon River Capital Management LLC (SR Capital Management”),

Shannon River Global Management, LLC, a Delaware limited liability company ("SR Global Management"),

Doonbeg Global Management, LLC (“Doonbeg Management”), and

Spencer Waxman, a United States citizen (“Mr. Waxman).

SR Management LLC, SR Capital Management, SR Global Management and Doonbeg Management are management entities under common control.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following

[x].

Item 10.

Certification.

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: February 7, 2014

SHANNON RIVER PARTNERS LP

By: Shannon River Capital Management LLC, General Partner

By: /s/ Spencer Waxman