Copies to: Christopher L. Kaufman Tad J. Freese Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 |
x Large accelerated filer | o Accelerated filer | ||
o Non-accelerated filer (Do not check if a smaller reporting company) | o Smaller reporting company |
Title of Securities To Be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common Stock, $0.0001 Par Value | 289,071(2) | $44.80(3) | $12,950,380.80 | $1,504.84 |
Common Stock, $0.0001 Par Value | 1,445,357(4) | $44.80(3) | $64,751,993.60 | $7,524.19 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Employee Stock Purchase Plan (the “ESPP”) or the 2011 Equity Incentive Award Plan (the “2011 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the registrant’s receipt of consideration which would increase the number of outstanding shares of common stock. |
(2) | Represents 289,071 additional shares of common stock reserved for future issuance under the ESPP. |
(3) | This estimate is made pursuant to Rules 457(c) and 457(h) of the Securities Act for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share is $44.80, which is the average of the high and low prices for the registrant’s common stock as reported on the New York Stock Exchange on February 4, 2015. |
(4) | Represents 1,445,357 additional shares of common stock reserved for future issuance under the 2011 Plan. |
(a) | The Registrant’s annual report on Form 10-K for the year ended December 31, 2013, filed with the Commission on March 14, 2014; |
(b) | The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 11, 2014; |
(c) | The description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (Registration No. 001-35140), filed by the Registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on May 31, 2012, including any amendments or reports filed for the purpose of updating such description; |
(d) | The Registrant’s quarterly reports on Form 10-Q for the quarterly periods ended March 31, June 30, and September 30, 2014, filed with the Commission on May 8, 2014 and August 6, 2014 and November 6, 2014, respectively; and |
(e) | The Registrant’s current reports on Form 8-K filed with the Commission on February 11, 2014, May 23, 2014, July 2, 2014, July 17, 2014, August 7, 2014 (only with respect to |
ELLIE MAE, INC. By: /s/Jonathan H. Corr Name: Jonathan H. Corr Title: Chief Executive Officer |
Signature | Title | Date |
/S/JONATHAN H. CORR Jonathan Corr | Chief Executive Officer and Director (principal executive officer) | February 10, 2015 |
/S/EDGAR A. LUCE Edgar A. Luce | Chief Financial Officer (principal financial and accounting officer) | February 10, 2015 |
/S/SIGMUND ANDERMAN Sigmund Anderman | Executive Chairman and Director | February 10, 2015 |
/S/CARL BUCCELLATO Carl Buccellato | Director | February 10, 2015 |
/S/ CRAIG DAVIS Craig Davis | Director | February 10, 2015 |
/S/A. BARR DOLAN A. Barr Dolan | Director | February 10, 2015 |
/S/ALAN S. HENRICKS Alan S. Henricks | Director | February 10, 2015 |
/S/ROBERT J. LEVIN Robert J. Levin | Director | February 10, 2015 |
/S/MARINA LEVINSON Marina Levinson | Director | February 10, 2015 |
/S/BERNARD M. NOTAS Bernard M. Notas | Director | February 10, 2015 |
/S/FRANK SCHULTZ Frank Schultz | Director | February 10, 2015 |
/S/JEB SPENCER Jeb Spencer | Director | February 10, 2015 |
Exhibit No. | Description of Exhibit |
5.1 | Opinion of Latham & Watkins LLP. |
10.1 | Ellie Mae, Inc. 2011 Equity Incentive Award Plan, filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-8 (File No. 333-174460) filed with the Commission on May 24, 2011, is hereby incorporated by reference. |
10.2(a) | Form of Stock Option Grant Notice and Stock Option Agreement for Awards under the Ellie Mae, Inc. 2011 Equity Incentive Award Plan filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-8 (File No. 333-174460) filed with the Commission on May 24, 2011, is hereby incorporated by reference. (used until January 1, 2015) |
10.2(b) | Form of Stock Option Grant Notice and Stock Option Agreement for Awards under the Ellie Mae, Inc. 2011 Equity Incentive Award Plan. (used for employees who are not executive officers beginning January 1, 2015) |
10.2(c) | Form of Stock Option Grant Notice and Stock Option Agreement for Awards under the Ellie Mae, Inc. 2011 Equity Incentive Award Plan. (used for executive officers and directors beginning January 1, 2015) |
10.3(a) | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for Awards under the Ellie Mae, Inc. 2011 Equity Incentive Award Plan, filed as Exhibit 10.7 to the Registrant’s Registration Statement on Form S-8 (File No. 333-174460) filed with the Commission on May 24, 2011, is hereby incorporated by reference. (used until January 1, 2015) |
10.3(b) | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for Awards under the Ellie Mae, Inc. 2011 Equity Incentive Plan (used for employees who are not executive officers beginning January 1, 2015) |
10.3(c) | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for Awards under the Ellie Mae, Inc. 2011 Equity Incentive Plan (used for executive officers and directors beginning January 1, 2015) |
10.4 | Ellie Mae, Inc. Employee Stock Purchase Plan, filed as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-8 (File No. 333-174460) filed with the Commission on May 24, 2011, is hereby incorporated by reference. |
23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
23.2 | Consent of Grant Thornton LLP, independent registered public accounting firm. |
24.1 | Power of attorney (included in the signature page to this Registration Statement). |