X0306 4 2018-07-19 1 0001430592 Financial Engines, Inc. FNGN 0001014330 FIELDS HEIDI 1050 ENTERPRISE WAY 3RD FLOOR SUNNYVALE CA 94089 1 0 0 0 Common Stock 2018-07-19 4 D 0 21290 45.00 D 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 1224 0.00 D Common Stock 1224 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 2517 0.00 D Common Stock 2517 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 2567 0.00 D Common Stock 2567 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 4482 0.00 D Common Stock 4482 0 D Employee Stock Option (Right to Buy) 6.51 2018-07-19 4 D 0 50000 0.00 D Common Stock 50000 0 D Employee Stock Option (Right to Buy) 8.75 2018-07-19 4 D 0 10000 0.00 D Common Stock 10000 0 D Employee Stock Option (Right to Buy) 27.17 2018-07-19 4 D 0 10000 0.00 D Common Stock 10000 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among Financial Engines, Inc. (the "Company"), Edelman Financial, L.P., (the "Parent"), and Flashdance Merger Sub, Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on May 2, 2018, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on July 19, 2018 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $45.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes. Each restricted stock unit represents a contingent right to receive one share of Financial Engines, Inc. common stock. At the Effective Time, each outstanding restricted stock unit award became fully vested and was cancelled and converted into the right to receive the Merger Consideration in respect of each vested share of common stock of the Company subject to such award, in each case subject to withholding taxes if applicable. At the Effective Time, each outstanding option to acquire shares of common stock of the Company became fully vested (to the extent unvested) and was cancelled and converted into the right to receive the product of (1) the excess, if any, of the Merger Consideration over the applicable exercise price of such option, multiplied by (2) the total number of shares of common stock of the Company subject to such option, subject to applicable withholding taxes. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among Financial Engines, Inc. (the "Company"), Edelman Financial, L.P., (the "Parent"), and Flashdance Merger Sub, Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on May 2, 2018, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on July 19, 2018 (the "Effective Time"). /s/ Robert Mills, Attorney-in-Fact For: Heidi Kunz 2018-07-23