SEC FORM 3

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^*

CHAPIN ROSS K

(Last)

(First)

(Middle)

1151 FAIRVIEW AVENUE NORTH

(Street)

SEATTLE

98109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2010

3. Issuer Name and Ticker or Trading Symbol
ENVESTNET, INC. [ ENV ]

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

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

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	72,000	⁽¹⁾	I	By The Tahoma Fund, LLC⁽²⁾
Series B Convertible Redeemable Preferred Stock⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	774,030	⁽⁴⁾	I	By The Tahoma Fund, LLC⁽²⁾
Series C-1 Convertible Redeemable Preferred Stock⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	146,836	⁽⁴⁾	I	By The Tahoma Fund, LLC⁽²⁾
Series C-2 Convertible Redeemable Preferred Stock⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	146,836	⁽⁴⁾	I	By The Tahoma Fund, LLC⁽²⁾

Explanation of Responses:

1. The Series A Preferred Stock is convertible at any time, at the holder's option and has no stated expiration date. Upon consummation of the issuer's initial public offering, each series of the issuer's preferred stock will automatically convert into the number of shares of the issuer's Common Stock indicated in Part II, Item 3.

2. Ross Chapin is a Managing Member of Orca Bay Partners, L.L.C., which is the Managing Member of The Tahoma Fund, L.L.C. Mr. Chapin shares voting and dispositive power over the shares held by The Tahoma Fund, L.L.C. with Mel Wheaton and Stanley McCammon. Messrs. Chapin, Wheaton and McCammon disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.

3. Represents preferred stock issued by The EnvestNet Group, Inc. ("ENG"), the issuer's 40.9% shareholder. Upon the consummation of the issuer's initial public offering, ENG will merge with and into the issuer and each series of ENG's preferred stock will convert into shares of the issuer's Common Stock. The number of shares of the issuer's Common Stock indicated in Part II, Item 3 reflects conversion of the ENG convertible preferred stock beneficially owned by the Reporting Person upon the closing of the issuer's initial public offering.

4. The convertible preferred stock is convertible at any time, at the holder's option and has no stated expiration date. Upon consummation of the issuer's initial public offering, each series of the issuer's preferred stock will automatically convert into the number of shares of the issuer's Common Stock indicated in Part II, Item 3.

	/s/ Shelly O'Brien, by power of attorney for Ross Chapin	07/28/2010
	** 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).
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