SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL MANAGEMENT CO LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2010

3. Issuer Name and Ticker or Trading Symbol
Financial Engines, Inc. [ FNGN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,640,262	I	By Foundation Capital Leadership Fund, LP⁽²⁾
Common Stock	43,738	I	By Foundation Capital Leadership Principals Fund, LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred	⁽¹⁾	⁽¹⁾	Common Stock	32,467	⁽¹⁾	I	By Foundation Capital Leadership Fund, LP⁽²⁾
Series A Preferred	⁽¹⁾	⁽¹⁾	Common Stock	866	⁽¹⁾	I	By Foundation Capital Leadership Principals Fund, LLC⁽²⁾
Series B Preferred	⁽¹⁾	⁽¹⁾	Common Stock	1,442,447	⁽¹⁾	I	By Foundation Capital, LP⁽³⁾
Series B Preferred	⁽¹⁾	⁽¹⁾	Common Stock	160,271	⁽¹⁾	I	By Foundation Capital Entrepreneurs Fund, LLC⁽³⁾
Series C Preferred	⁽¹⁾	⁽¹⁾	Common Stock	475,080	⁽¹⁾	I	By Foundation Capital, LP⁽³⁾
Series C Preferred	⁽¹⁾	⁽¹⁾	Common Stock	52,787	⁽¹⁾	I	By Foundation Capital Entrepreneurs Fund, LLC⁽³⁾
Series D Preferred	⁽¹⁾	⁽¹⁾	Common Stock	487,305	⁽¹⁾	I	By Foundation Capital, LP⁽³⁾
Series D Preferred	⁽¹⁾	⁽¹⁾	Common Stock	54,145	⁽¹⁾	I	By Foundation Capital Entrepreneurs Fund, LLC⁽³⁾
Series E Preferred	⁽¹⁾	⁽¹⁾	Common Stock	105,924	⁽¹⁾	I	By Foundation Capital, LP⁽³⁾
Series E Preferred	⁽¹⁾	⁽¹⁾	Common Stock	11,771	⁽¹⁾	I	By Foundation Capital Entrepreneurs Fund, LLC⁽³⁾
Series F Preferred	⁽¹⁾	⁽¹⁾	Common Stock	1,198,503	⁽¹⁾	I	By Foundation Capital Leadership Fund, LP⁽²⁾
Series F Preferred	⁽¹⁾	⁽¹⁾	Common Stock	31,959	⁽¹⁾	I	By Foundation Capital Leadership Principals Fund, LLC⁽²⁾

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL MANAGEMENT CO LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL LP

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Foundation Capital Entrepreneurs Fund, LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL LEADERSHIP FUND LP

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FOUNDATION CAPITAL LEADERSHIP PRINCIPALS FUND LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FC LEADERSHIP MANAGEMENT CO LLC

(Last)

(First)

(Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The convertible preferred stock is convertible at anytime, at the holder's option, on a one-for-one basis and has no expiration date.

2. FC Leadership Management Co., LLC ("FCLM") serves as the sole Manager of Foundation Capital Leadership Fund, L.P. ("FCL") and Foundation Capital Leadership Principals Fund, LLC ("FCLP"). William Elmore, Kathryn Gould, Adam Grosser, Paul Koontz, and Mike Schuh are Managing Members of FCLM. FCLM exercises sole voting and investment power over the shares owned by FCL and FCLP. As Managing Members of FCLM, Ms. Gould and Mssrs. Elmore, Grosser, Koontz and Schuh may be deemed to share voting and investment power over the shares owned by FCL and FCLP. Each of the Managers of FCLM disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.

3. Foundation Capital Management Co., LLC ("FC1M") serves as the sole Manager of Foundation Capital, L.P. ("FC1") and Foundation Capital Entrepreneurs Fund, LLC ("FC1E"). James Anderson, William Elmore, Kathryn Gould, and Paul Koontz are Managers of FC1M. FC1M exercises sole voting and investment power over the shares owned by FC1 and FC1E. As Managers of FC1M, Ms. Gould and Mssrs. Anderson, Elmore, and Koontz may be deemed to share voting and investment power over the shares owned by FC1 and FC1E. Each of the Managers of FC1M disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.

	/s/ Gail M. Haney as Attorney-in-fact	03/15/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.