SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Arora Anil

(Last) (First) (Middle)
35 EAST WACKER DRIVE
SUITE 2400

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENVESTNET, INC. [ ENV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 11/24/2015 S 40,000 D $31.32 (2) 52,835 D
Common Stock 11/27/2015 S 10,000 D $32 42,835 D
Common Stock 136 I By Trust for child #1 (1)
Common Stock 136 I By Trust for child #1 (1)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Award (3) (4) (11) Common Stock 1,883 1,883 D
Restricted Stock Award (3) (5) (11) Common Stock 6,791 6,791 D
Restricted Stock Award (3) (6) (11) Common Stock 11,257 11,257 D
Restricted Stock Award (3) (7) (11) Common Stock 20,783 20,783 D
Restricted Stock Award (3) (8) (11) Common Stock 7,772 7,772 D
Restricted Stock Award (3) (9) (11) Common Stock 12,154 12,154 D
Restricted Stock Award (3) (10) (11) Common Stock 40,169 40,169 D
Explanation of Responses:
1. These shares are held in trust for the benefit of a child of the reporting person for which the reporting person serves as trustee. The reporting person shares voting and investment control over the shares but disclaims beneficial ownership of the shares.
2. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at respective prices ranging from $31.21 to $31.50, inclusive.
3. Each share of restricted stock is one share of Envestnet, Inc. Common Stock that remains subject to restrictions until the award becomes vested.
4. The reporting person was granted 1,833 shares of restricted stock on November 19, 2015, pursuant to the terms of the Agreement and Plan of Merger dated August 10, 2015 (the "Merger") by and among Issuer, Yale Merger Corp ("Merger Sub") and Yodlee, Inc. ("Yodlee"), Merger Sub merged with and into Yodlee. This restricted stock vests monthly in 6 equal installments until May 16, 2016.
5. The reporting person was granted 6,791 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock vests monthly in 17 equal installments until April 1, 2017.
6. The reporting person was granted 11,257 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock vests monthly in 29 equal installments until March 31, 2018.
7. The reporting person was granted 20,873 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock vests monthly in 40 equal installments until February 24, 2019.
8. The reporting person was granted 7,772 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock award vests quarterly in 5 equal installments until January 1, 2017.
9. The reporting person was granted 12,154 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock award vests annually in 3 equal installments until May 15, 2018.
10. The reporting person was granted 40,169 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock award vests annually in 3 equal installments until February 24, 2018.
11. Each share of restricted stock represents one share of Envestnet, Inc. Common Stock that remains subject to restrictions until the award becomes vested.
/s/ Shelly O'Brien, by power of attorney for Anil Arora 11/27/2015
** 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 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).
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