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*
O'Brien Shelly
(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 Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2017
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)
Code V Amount (A) or (D) Price
Common Stock 05/29/2017 M(9) 205 A $0 12,147 D
Common Stock 05/29/2017 F(10) 94 D $0 12,053 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $7.15 05/15/2010(1) 05/15/2019 Common Stock 2,000 2,000 D
Employee Stock Option (Right to Buy) $9 07/28/2011(2) 07/28/2020 Common Stock 18,366 18,366 D
Employee Stock Option (Right to Buy) $12.55 02/28/2012(2) 02/28/2021 Common Stock 3,333 3,333 D
Employee Stock Option (Right to Buy) $12.45 02/28/2013(2) 02/28/2022 Common Stock 3,339 3,339 D
Employee Stock Option (Right to Buy) $15.34 02/28/2014(2) 02/28/2023 Common Stock 7,150 7,150 D
Employee Stock Option (Right to Buy) $41.84 02/28/2015(2) 02/28/2024 Common Stock 5,500 5,500 D
Employee Stock Option (Right to Buy) $53.88 02/29/2016(2) 02/28/2025 Common Stock 4,800 4,800 D
Employee Stock Option (Right to Buy) $20.51 02/28/2017(3) 02/28/2026 Common Stock 2,464 2,464 D
Employee Stock Option (Right to Buy) $31.7 03/28/2018(3) 03/28/2027 Common Stock 1,667 1,667 D
Restricted Stock Units (4) (6) 02/28/2018 Common Stock 1,067(5) 1,067 D
Restricted Stock Units (4) 05/29/2017 M 205 (7) 02/28/2019 Common Stock 205 (5) 1,438 D
Restricted Stock Units (4) (8) 08/02/2019 Common Stock 18,751(5) 18,751 D
Restricted Stock Units (4) (7) 03/28/2020 Common Stock 5,000(5) 5,000 D
Explanation of Responses:
1. Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
2. Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
3. This option grant vests over a 3 year period, one-third of the total amount vests on the first anniversary of the applicable date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter.
4. Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock.
5. Each restricted stock unit represents the contingent right to receive one share of common stock upon the vesting of the unit.
6. The reporting person was granted 3,200 restricted stock units on February 28, 2015. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested.
7. These restricted stock units vest over a 3 year period, with 1/3 of the shares vesting on the first anniversary of the date of grant and one-twelfth of the total amount vesting on each three-month anniversary of the date of grant.
8. These restricted stock units over a 3 year period, with one-twelfth of the total amount vesting on each three-month anniversary of the date of grant.
9. Represents the issuance of Envestnet, Inc. common stock upon the vesting of restricted stock units effective May 29, 2017 (the "May Vested Restricted Stock Units"). The reporting person was granted 2,464 restricted stock units on February 29, 2016 of which one-twelfth of the total amount vested on May 29, 2017. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2016.
10. The reporting person is reporting the withholding by Envestnet, Inc. of 94 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of the May Vested Restricted Stock Units to the reporting person on May 29, 2017.
/s/ Shelly O'Brien 05/31/2017
** 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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