Edgar Filing: JANNEY DANIEL

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 ^*

ALTA CALIFORNIA PARTNERS II LP

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)

ONE EMBARCADERO CENTER, SUITE 3700

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

(Street)

SAN FRANCISCO, CA 94111

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		1,347,671	A	⁽¹⁾	1,347,671	D ⁽²⁾ ⁽³⁾
Common Stock	04/20/2011		C		17,026	A	⁽¹⁾	1,364,697	I	See Footnote ⁽²⁾ ⁽⁴⁾
Common Stock	04/20/2011		C		230,672	A	⁽¹⁾	1,595,369	D ⁽²⁾ ⁽³⁾
Common Stock	04/20/2011		C		2,914	A	⁽¹⁾	1,598,283	I	See Footnote ⁽²⁾ ⁽⁴⁾
Common Stock	04/20/2011		C		168,142	A	⁽¹⁾	1,766,425	D ⁽²⁾ ⁽³⁾
Common Stock	04/20/2011		C		2,124	A	⁽¹⁾	1,768,549	I	See Footnote ⁽²⁾ ⁽⁴⁾
Common Stock	04/20/2011		X		82,293 ⁽⁵⁾	A	$ 3	1,850,842	D ⁽²⁾ ⁽³⁾
Common Stock	04/20/2011		S		41,147 ⁽⁵⁾	D	$ 6	1,809,695	D ⁽²⁾ ⁽³⁾
Common Stock	04/20/2011		X		1,039 ⁽⁶⁾	A	$ 3	1,810,734	I	See Footnote ⁽²⁾ ⁽⁴⁾
Common Stock	04/20/2011		S		520 ⁽⁶⁾	D	$ 6	1,804,009	I	See Footnote ⁽²⁾ ⁽⁴⁾
Common Stock	04/20/2011		S		281,851 ⁽⁷⁾	D	$ 6	1,528,363	D ⁽²⁾ ⁽³⁾
Common Stock	04/20/2011		S		3,559 ⁽⁷⁾	D	$ 6	1,524,804	I	See Footnote ⁽²⁾ ⁽⁴⁾

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 D Convertible Preferred Stock

⁽¹⁾

04/20/2011

1,347,671

⁽¹⁾

Common Stock

1,347,671

⁽¹⁾

D ⁽²⁾ ⁽³⁾

Series D Convertible Preferred Stock

⁽¹⁾

04/20/2011

17,026

⁽¹⁾

Common Stock

17,026

⁽¹⁾

See Footnote ⁽²⁾ ⁽⁴⁾

Series E Convertible Preferred Stock

⁽¹⁾

04/20/2011

230,672

⁽¹⁾

Common Stock

230,672

⁽¹⁾

D ⁽²⁾ ⁽³⁾

Series E Convertible Preferred Stock

⁽¹⁾

04/20/2011

2,914

⁽¹⁾

Common Stock

2,914

⁽¹⁾

See Footnote ⁽²⁾ ⁽⁴⁾

Series F Convertible Preferred Stock

⁽¹⁾

04/20/2011

168,142

⁽¹⁾

Common Stock

168,142

⁽¹⁾

D ⁽²⁾ ⁽³⁾

Series F Convertible Preferred Stock

⁽¹⁾

04/20/2011

2,124

⁽¹⁾

Common Stock

2,124

⁽¹⁾

See Footnote ⁽²⁾ ⁽⁴⁾

Warrant to purchase Common Stock

$ 3

04/20/2011

17,509

07/09/2001

⁽⁸⁾

Common Stock

17,509

$ 3

D ⁽²⁾ ⁽³⁾

Warrant to purchase Common Stock

$ 3

04/20/2011

221

07/09/2001

⁽⁸⁾

Common Stock

221

$ 3

See Footnote ⁽²⁾ ⁽⁴⁾

Warrant to purchase Common Stock

$ 3

04/20/2011

17,509

08/09/2001

⁽⁸⁾

Common Stock

17,509

$ 3

D ⁽²⁾ ⁽³⁾

Warrant to purchase Common Stock

$ 3

04/20/2011

221

08/09/2001

⁽⁸⁾

Common Stock

221

$ 3

See Footnote ⁽²⁾ ⁽⁴⁾

Warrant to purchase Common Stock

$ 3

04/20/2011

47,275

10/01/2001

⁽⁸⁾

Common Stock

47,275

$ 3

D ⁽²⁾ ⁽³⁾

Warrant to purchase Common Stock

$ 3

04/20/2011

597

10/01/2001

⁽⁸⁾

Common Stock

597

$ 3

See Footnotes ⁽²⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ALTA CALIFORNIA PARTNERS II LP ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111		X
ALTA CALIFORNIA MANAGEMENT PARTNERS II LLC ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111		X
ALTA EMBARCADERO PARTNERS II LLC ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111		X
GRUENER GARRETT ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111		X
JANNEY DANIEL ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111		X
NOHRA GUY P ONE EMBARCADERO CENTER SUITE 3700 SAN FRANCISCO, CA 94111		X

Signatures

/s/ by Alta California Management Partners II, LLC, general partner, by Garrett Gruener, Member		04/21/2011
^**Signature of Reporting Person		Date
/s/ Garrett Gruener, Member		04/21/2011
^**Signature of Reporting Person		Date
/s/ Garrett Gruener, Member		04/21/2011
^**Signature of Reporting Person		Date
/s/ Garrett Gruener		04/21/2011
^**Signature of Reporting Person		Date
/s/ Daniel Janney		04/21/2011
^**Signature of Reporting Person		Date
/s/ Guy Nohra		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 D Convertible Preferred Stock (the "Series D Shares"), each share of Series E Convertible Preferred Stock (the "Series E Shares"), and each share of the Series F Convertible Preferred Stock (the "Series F Shares") converted automatically into shares of the Issuer's Common Stock. The Series D Shares, the Series E Shares, and the Series F shares converted on a one-to-one basis into Common Stock, without payment of additional consideration. The Series D Shares, the Series E shares, and the Series F shares were convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's intial public offering and had no expiration date.
(2)	Alta California Management Partners II, LLC (ACMPII") is the general Partner of Alta California Partners II, L.P. ("ACPII"). Garrett Gruener, Guy Nohra, and Dan Janney are members of ACMPII and Mr. Gruener and Mr. Nohra are also members of Alta Embarcadero Partners II, LLC ("AEPII"), along with ACPII shall be known as "the Funds," exercise shared voting and investment power with respect to the securities held by the Funds. Each of the reporting persons disclaim beneficial ownership of such securities, except to the extent of his proportionate pucuniary interest therein.
(3)	These securities are beneficially owned by ACPII.
(4)	These securities are beneficially owned by AEPII.
(5)	These shares reflect the combined net exercise of the ACPII warrants for Common Stock pursuant to the terms of the warrant into 41,146 shares of the Issuer's Common Stock.
(6)	These shares reflect the combined net exercise of the AEPII warrants for Common Stock pursuant to the terms of the warrant into 519 shares of the Issuer's Common Stock.
(7)	Shares sold as part of the offering per the S-1 including shares sold as part of the partial exercise of the overallotment.
(8)	Pursuant to its terms, warrant would terminate at the closing of the Issuer's initial public offering. 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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