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^*

ELMORE WILLIAM B

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2010

4. 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 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	03/19/2010		C		32,467	A	⁽¹⁾	1,672,729	I	By Foundation Capital Leadership Fund, LP⁽⁴⁾
Common Stock	03/19/2010		C		1,198,503	A	⁽¹⁾	2,871,232	I	By Foundation Capital Leadership Fund, LP⁽⁴⁾
Common Stock	03/19/2010		C		866	A	⁽¹⁾	44,604	I	By Foundation Capital Leadership Principals Fund, LLC⁽⁴⁾
Common Stock	03/19/2010		C		31,959	A	⁽¹⁾	76,563	I	By Foundation Capital Leadership Principals Fund, LLC⁽⁴⁾
Common Stock	03/19/2010		C		160,271	A	⁽¹⁾	160,271	I	By Foundation Capital Entrepreneurs Fund, LLC⁽⁵⁾
Common Stock	03/19/2010		C		52,787	A	⁽¹⁾	213,058	I	By Foundation Capital Entrepreneurs Fund, LLC⁽⁵⁾
Common Stock	03/19/2010		C		54,145	A	⁽¹⁾	267,203	I	By Foundation Capital Entrepreneurs Fund, LLC⁽⁵⁾
Common Stock	03/19/2010		C		11,771	A	⁽¹⁾	278,974	I	By Foundation Capital Entrepreneurs Fund, LLC⁽⁵⁾
Common Stock	03/19/2010		J⁽²⁾		716	A	⁽²⁾	279,690	I	By Foundation Capital Entrepreneurs Fund, LLC⁽⁵⁾
Common Stock	03/19/2010		C		1,442,447	A	⁽¹⁾	1,442,447	I	By Foundation Capital, LP⁽⁵⁾
Common Stock	03/19/2010		C		475,080	A	⁽¹⁾	1,917,527	I	By Foundation Capital, LP⁽⁵⁾
Common Stock	03/19/2010		C		487,305	A	⁽¹⁾	2,404,832	I	By Foundation Capital, LP⁽⁵⁾
Common Stock	03/19/2010		C		105,924	A	⁽¹⁾	2,510,756	I	By Foundation Capital, LP⁽⁵⁾
Common Stock	03/19/2010		J⁽³⁾		6,447	A	⁽³⁾	2,517,203	I	By Foundation Capital, LP⁽⁵⁾

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)
Series A Preferred Stock	⁽¹⁾	03/19/2010		C			32,467	⁽¹⁾	⁽¹⁾	Common Stock	32,467	$0	0	I	By Foundation Capital Leadership Fund, LP⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	03/19/2010		C			866	⁽¹⁾	⁽¹⁾	Common Stock	866	$0	0	I	By Foundation Capital Leadership Principals Fund, LLC⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	03/19/2010		C			160,271	⁽¹⁾	⁽¹⁾	Common Stock	160,271	$0	0	I	By Foundation Capital Entrepreneurs Fund, LLC⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	03/19/2010		C			1,442,447	⁽¹⁾	⁽¹⁾	Common Stock	1,442,447	$0	0	I	By Foundation Capital, LP⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	03/19/2010		C			52,787	⁽¹⁾	⁽¹⁾	Common Stock	52,787	$0	0	I	By Foundation Capital Entrepreneurs Fund, LLC⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	03/19/2010		C			475,080	⁽¹⁾	⁽¹⁾	Common Stock	475,080	$0	0	I	By Foundation Capital, LP⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	03/19/2010		C			54,145	⁽¹⁾	⁽¹⁾	Common Stock	54,145	$0	0	I	By Foundation Capital Entrepreneurs Fund, LLC⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	03/19/2010		C			487,305	⁽¹⁾	⁽¹⁾	Common Stock	487,305	$0	0	I	By Foundation Capital, LP⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	03/19/2010		C			11,771	⁽¹⁾	⁽¹⁾	Common Stock	11,771	$0	0	I	By Foundation Capital Entrepreneurs Fund, LLC⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	03/19/2010		C			105,924	⁽¹⁾	⁽¹⁾	Common Stock	105,924	$0	0	I	By Foundation Capital, LP⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	03/19/2010		C			1,198,503	⁽¹⁾	⁽¹⁾	Common Stock	1,198,503	$0	0	I	By Foundation Capital Leadership Fund, LP⁽⁴⁾
Series F Preferred Stock	⁽¹⁾	03/19/2010		C			31,959	⁽¹⁾	⁽¹⁾	Common Stock	31,959	$0	0	I	By Foundation Capital Leadership Principals Fund, LLC⁽⁴⁾

1. Name and Address of Reporting Person^*

ELMORE WILLIAM B

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

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^*

SCHUH MICHAEL N

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

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^*

GOULD KATHRYN C

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

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^*

ANDERSON JAMES C

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

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^*

GROSSER ADAM

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

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 converted on a one-for-one basis and had no expiration date.

2. The reporting entity received 716 shares of Common Stock in connection with the conversion, on a one-for-one basis, of shares of Series E preferred stock.

3. The reporting entity received 6,447 shares of Common Stock in connection with the conversion, on a one-for-one basis, of shares of Series E preferred stock.

4. 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.

5. 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	03/19/2010
	** Signature of Reporting Person	Date
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