SEC FORM 4

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

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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^*

Crager William

(Last)

(First)

(Middle)

35 EAST WACKER DRIVE

SUITE 2400

(Street)

CHICAGO

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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/14/2015		M		3,458⁽²⁾	A	$5	139,658	D
Common Stock	07/14/2015		S		3,458⁽²⁾	D	$43.3⁽³⁾	136,200	D
Common Stock	07/14/2015		M		3,875⁽²⁾	A	$5	140,075	D
Common Stock	07/14/2015		S		3,875⁽²⁾	D	$42.77⁽⁴⁾	136,200	D
Common Stock								100	I	By wife

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$5	07/14/2015		M			7,333	02/01/2006⁽¹⁾⁽⁵⁾	11/14/2015	Common Stock	41,670	$0	41,670	D
Employee Stock Option (Right to Buy)	$0.1069							04/26/2007⁽⁶⁾	04/26/2017	Common Stock	2,806		2,806	D
Employee Stock Option (Right to Buy)	$1.075							04/26/2007⁽⁶⁾	04/26/2017	Common Stock	20,000		20,000	D
Employee Stock Option (Right to Buy)	$7.5							04/26/2007⁽⁶⁾	04/26/2017	Common Stock	80,000		80,000	D
Employee Stock Option (Right to Buy)	$7.5							04/30/2009⁽⁷⁾	04/30/2018	Common Stock	14,000		14,000	D
Employee Stock Option (Right to Buy)	$7.15							05/15/2010⁽⁷⁾	05/15/2019	Common Stock	12,000		12,000	D
Employee Stock Option (Right to Buy)	$9							07/28/2011⁽⁷⁾	07/28/2020	Common Stock	164,000		164,000	D
Employee Stock Option (Right to Buy)	$12.55							02/28/2012⁽⁶⁾	02/28/2021	Common Stock	25,000		25,000	D
Employee Stock Option (Right to Buy)	$12.45							02/28/2013⁽⁶⁾	02/28/2022	Common Stock	13,954		13,954	D
Employee Stock Option (Right to Buy)	$15.34							02/28/2014⁽⁶⁾	02/28/2023	Common Stock	13,500		13,500	D
Employee Stock Option (Right to Buy)	$41.84							02/28/2015⁽⁶⁾	02/28/2024	Common Stock	14,100		14,100	D
Employee Stock Option (Right to Buy)	$53.88							02/29/2016⁽⁶⁾	02/28/2025	Common Stock	11,400		11,400	D
Restricted Stock Award	⁽⁹⁾							02/29/2016⁽¹⁰⁾	02/29/2016	Common Stock	1,880⁽⁸⁾		1,880	D
Restricted Stock Award	⁽⁹⁾							02/29/2016⁽¹⁰⁾	02/28/2017	Common Stock	5,934⁽⁸⁾		5,934	D
Restricted Stock Award	⁽⁹⁾							02/29/2016⁽¹⁰⁾	02/28/2018	Common Stock	7,600⁽⁸⁾		7,600	D

Explanation of Responses:

1. A total of 80,000 options were granted on 11/14/2005. 49,003 options were vested and exercisable as of 7/14/2015.

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 $43.00 to $43.94, inclusive.

4. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $42.50 to $42.98 inclusive.

5. Original option grant vests in four installments beginning on February 1, 2006 and the remaining three installments on May 31 as listed in the "Date Exercisable" column.

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

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

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

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

10. 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, by power of attorney for William Crager	07/16/2015
	** 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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