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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 05/01/2015
	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	05/01/2015		M		1,500(2)	A	$7.5	5,025	D
Common Stock	05/01/2015		S		1,500(2)	D	$51.68(3)	3,525	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)	$7.5	05/01/2015		M			1,500	04/26/2007(1)(5)	04/26/2017	Common Stock	1,500	$0	65,903	D
Employee Stock Option (Right to Buy)	$7.5							04/30/2009(5)	04/30/2018	Common Stock	5,000		5,000	D
Employee Stock Option (Right to Buy)	$7.15							05/15/2010(5)	05/15/2019	Common Stock	2,000		2,000	D
Employee Stock Option (Right to Buy)	$9							07/28/2011(4)	07/28/2020	Common Stock	18,366		18,366	D
Employee Stock Option (Right to Buy)	$12.55							02/28/2012(4)	02/28/2021	Common Stock	3,333		3,333	D
Employee Stock Option (Right to Buy)	$12.45							02/28/2013(4)	02/28/2022	Common Stock	3,339		3,339	D
Employee Stock Option (Right to Buy)	$15.34							02/28/2014(4)	02/28/2023	Common Stock	7,150		7,150	D
Employee Stock Option (Right to Buy)	$41.84							02/28/2015(4)	02/28/2024	Common Stock	5,500		5,500	D
Employee Stock Option (Right to Buy)	$53.88							02/29/2016(4)	02/28/2025	Common Stock	4,800		4,800	D
Restricted Stock Award	(6)							02/29/2016(7)	02/28/2016	Common Stock	933(8)		933	D
Restricted Stock Award	(6)							02/29/2016(7)	02/28/2017	Common Stock	2,400(8)		2,400	D
Restricted Stock Award	(6)							02/29/2016(7)	02/28/2018	Common Stock	3,200(8)		3,200	D

Explanation of Responses:

1. A total of 80,000 options were granted on 4/26/2007. 67,403 options were vested and exercisable as of 5/1/2015.

2. Option exercise and sale pursuant to a 10b5-1 plan.

3. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $51.6 to $51.94, inclusive.

4. Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.

5. Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.

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

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

8. This restricted stock award vests in three equal installments annually beginning on the first anniversary of the date of the grant of restricted stock.

	/s/ Shelly O'Brien	05/02/2015
	** 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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