SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Grinis Scott D
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 11/03/2016 M4 2,916(1) A $0 213,584 D
Common Stock 11/03/2016 F4 1,096(2) D $0 212,488 D
Common Stock 12/28/2016 G 1,000 D $0 211,488 D
Common Stock 02/02/2017 M4 2,916(3) A $0 214,404 D
Common Stock 02/02/2017 F4 1,273(4) D $0 213,131 D
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Award (5) 11/03/2016 4M 2,916 (6) 08/02/2019 Common Stock 2,916(6) $0 32,084 D
Restricted Stock Award (5) 02/02/2017 4M 2,916 (6) 08/02/2019 Common Stock 2,916(6) $0 29,168 D
Explanation of Responses:
1. Represents the restricted shares of Envestnet, Inc. common stock that became vested for tax purposes effective November 3, 2016 (the "November Vested Restricted Shares"). The reporting person was granted 35,000 restricted stock units on August 2, 2016 of which one-twelfth of the total amount vested on November 3, 2016. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on August 4, 2016. Due to the Company's conversion to a third party stock administrator, such vesting was not immediately reported to the Company until February 13, 2017.
2. The reporting person is reporting the withholding by Envestnet, Inc. of 1,096 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of the November Vested Restricted Shares to the reporting person on November 3, 2016.
3. Represents the restricted shares of Envestnet, Inc. common stock that became vested for tax purposes effective February 2, 2017 (the "February Vested Restricted Shares"). The reporting person was granted 35,000 restricted stock units on August 2, 2016 of which one-twelfth of the total amount vested on February 2, 2017. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on August 4, 2016. Due to the Company's conversion to a third party stock administrator, such vesting was not immediately reported to the Company until February 13, 2017.
4. The reporting person is reporting the withholding by Envestnet, Inc. of 1,273 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of the February Vested Restricted Shares to the reporting person on February 2, 2017.
5. Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock.
6. This restricted stock unit vests over a 3 year period, with one-twelfth of the total amount vesting on each three-month anniversary of the date of grant.
/s/ Shelly O'Brien by power of attorney for Scott Grinis 02/14/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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