SEC FORM 4

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^*

Aguilar Luis A

(Last)

(First)

(Middle)

35 EAST WACKER DRIVE

SUITE 2400

(Street)

CHICAGO

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)
04/26/2017

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)
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	04/26/2017		M⁽⁶⁾		801	A	$0	1,602	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (Right to Buy)	$31.7							03/28/2018⁽¹⁾	03/28/2027	Common Stock	1,745		1,745	D
Restricted Stock Units	⁽²⁾	04/26/2017		M			801	⁽³⁾	04/26/2019	Common Stock	801⁽⁵⁾	$0	1,602	D
Restricted Stock Units	⁽²⁾							⁽⁴⁾	03/28/2020	Common Stock	1,595⁽⁵⁾		1,595	D

Explanation of Responses:

1. This option grant vests over a 3-year period; one third of the total amount vests on the first anniversary of the date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter.

2. Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock.

3. The reporting person was granted 3,204 restricted stock units on April 26, 2016, of which 25% (801 shares) is subject to the restricted stock units of the grant vested on April 26, 2017. The common stock into which such vested restricted stock units converted on April 26, 2017 is reported in Table I on this Form 4. This restricted stock unit vests over a 3 year period; 25% of the total amount vested on the date of the grant of restricted stock, and then 25% on each of the first three anniversaries of the Grant Date (April 26, 2016).

4. These restricted stock units vest over a 3-year period; one third of the total amount vests on the first anniversary of the date of grant of restricted stock, and then one-twelfth of the total amount vests on each three-month anniversary.

5. Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit.

6. Represents the conversion upon vesting of restricted stock units into common stock. The reporting person was granted 3,204 restricted stock units on April 26, 2016, of which 25% (801 shares) is subject to the restricted stock units of the grant vested on April 26, 2017.

	/s/ Shelly O'Brien, by power of attorney for Luis A. Aguilar	04/28/2017
	** 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).
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