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* D'Arrigo Peter (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 Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/17/2016
	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 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	06/17/2016		M		6,000(11)	A	$7.5	13,888(13)	D
Common Stock	06/17/2016		S		6,000(11)	D	$35.66(12)	7,888(13)	D
Common Stock	06/17/2016		S		6,294(14)	D	$35.69	1,594	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	06/17/2016		S			6,000	06/06/2008(1)(15)	06/16/2018	Common Stock	186,937	$0	180,937	D
Employee Stock Option (Right to Buy)	$9							07/28/2011(2)	02/28/2020	Common Stock	86,000		86,000	D
Employee Stock Option (Right to Buy)	$12.55							02/28/2012(3)	02/28/2021	Common Stock	10,000		10,000	D
Employee Stock Option (Right to Buy)	$12.45							02/28/2013(3)	02/28/2022	Common Stock	10,195		10,195	D
Employee Stock Option (Right to Buy)	$15.34							02/28/2014(3)	02/28/2023	Common Stock	8,000		8,000	D
Employee Stock Option (Right to Buy)	$41.84							02/28/2015(3)	02/28/2024	Common Stock	10,600		10,600	D
Employee Stock Option (Right to Buy)	$53.88							02/28/2016(3)	02/28/2025	Common Stock	8,250		8,250	D
Employee Stock Option (Right to Buy)	$20.51							02/28/2017(8)	02/28/2025	Common Stock	4.235		4,235	D
Restricted Stock Unit	(4)							(6)	02/28/2017	Common Stock	2,200(5)		2,200	D
Restricted Stock Unit	(4)							(7)	02/28/2018	Common Stock	1,833(5)		3,667	D
Restricted Stock Unit	(4)							(9)	02/28/2019	Common Stock	4,235(5)		4,235	D
Performance Stock Unit Award	(4)							(10)	05/12/2019	Common Stock	30,000		30,000	D

Explanation of Responses:

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

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

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

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

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

6. The reporting person was granted 6,600 restricted stock units on February 28, 2014. 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. The reporting person was granted 5,500 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.

8. 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.

9. 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.

10. The Reporting Person will earn a percentage of his performance stock unit award ("Banked Units") based on specific adjusted EBIDTA goals for the relevant performance period. This performance stock unit award vests over a 3 consecutive one-year performance periods, with 33.33% of Banked Units vesting following the First Performance Period, 50% of the outstanding Banked Units following the Second Performance Period and 100% of the outstanding Banked Units following the Final Performance Period, as described in the executive's employment agreement dated May 12, 2016 by and between the Company and the Reporting Person.

11. Open market exercise and sale.

12. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.65 to $35.67, inclusive.

13. Total includes 6,294 shares of Common Stock transferred from the reporting person's direct ownership to the reporting person's indirect ownership by a joint account held with the reporting person's wife on May 9, 2016.

14. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.69 to $35.70, inclusive.

15. A total of 220,000 options were granted on 6/16/2008. 186,937 options were vested and exercisable as of 6/17/2016.

	/s/ Shelly O'Brien, by power of attorney for Peter D'Arrigo	06/20/2016
	** Signature of Reporting Person	Date
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