SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Mayer Joshua
(Last) (First) (Middle)
35 EAST WACKER DRIVE
SUITE 2400
(Street)
CHICAGO IL 60601
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2014 		3. Issuer Name and Ticker or Trading Symbol
ENVESTNET, INC. [ ENV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,507 D
Common Stock 42 I By wife
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) 05/15/2019 Common Stock 800 $7.15 D
Stock Option (right to buy) (2) 07/28/2020 Common Stock 20,000 $9 D
Stock Option (right to buy) (3) 02/28/2021 Common Stock 10,000 $12.55 D
Stock Option (right to buy) (4) 02/28/2022 Common Stock 4,418 $12.45 D
Stock Option (right to buy) (5) 02/28/2023 Common Stock 8,000 $15.34 D
Stock Option (right to buy) (6) 02/28/2024 Common Stock 6,200 $41.84 D
Restricted Stock Award (8) 02/28/2015 Common Stock 1,167 (7) D
Restricted Stock Award (9) 02/28/2016 Common Stock 2,080 (7) D
Restricted Stock Award (10) 02/28/2017 Common Stock 4,000 (7) D
Explanation of Responses:
1. 2,400 options were granted to the Reporting Person on 5/15/2009. Of such 2,400 options, all options are now vested, with 800 options exercisable and outstanding.
2. 40,000 options were granted to the Reporting Person on 7/28/2010. Of such 40,000 options, 20,000 options vested, were exercised and are no longer outstanding, 10,000 options are exercisable and outstanding and the remaining 10,000 will vest on 7/28/2014.
3. 10,000 options were granted to the Reporting Person on 2/28/2011. Of such 10,000 options, 3,333 vested on 2/28/2012, 3,334 vested on 2/28/2013, and 3,333 vested on 2/28/2014.
4. 4,418 options were granted to the Reporting Person on 2/29/2012. Of such 4,418 options, 1,473 vested on 2/28/2013, 1,472 vested on 2/28/2014, and the remaining 1,473 will vest on 2/28/2015.
5. 8,000 options were granted to the Reporting Person on 2/28/2013. Of such 8,000 options, 2,667 vested on 2/28/2014 and 2,666 will vest on 2/28/2015 and 2,667 will vest on 2/28/2016.
6. 6,200 options were granted to the Reporting Person on 2/28/2014. Of such 6,200 options, 2,066 will vest on 2/28/2015, 2,067 will vest on 2/28/2016 and 2,067 will vest on 2/28/2017.
7. Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of this unit.
8. On February 29, 2012, the Reporting Person was granted 3,500 restricted stock units, of which 2/3 of the shares subject to the restricted stock award vested on February 28, 2013 and February 28, 2014. The common stock into which such vested restricted stock units converted on February 28, 2013 and February 28, 2014 respectively. The aggregate number of shares minus withholding by Envestnet, Inc. of shares of common stock to satisfy the Reporting Person's tax withholding obligations in connection with the delivery of the Converted Common Stock is included in Table I on this Form 3. The remaining unvested restricted stock units will vest on February 28, 2015.
9. On February 28, 2013, the Reporting Person was granted 3,120 restricted stock units, of which 1/3 of the shares subject to the restricted stock award vested on February 28, 2014. The common stock into which such vested restricted stock units converted on February 28, 2014. The aggregate number of shares minus withholding by Envestnet, Inc. of shares of common stock to satisfy the Reporting Person's tax withholding obligations in connection with the delivery of the Converted Common Stock is included in Table I on this Form 3. 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.
10. This restricted stock award vests in three installments beginning on the first anniversary of the date of the grant of restricted stock.
/s/ Shelly O'Brien, by power of attorney for Joshua Mayer 04/07/2014
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.