X0306 4 2016-02-29 0 0001337619 ENVESTNET, INC. ENV 0001366763 Smith Gregory A 35 EAST WACKER DRIVE SUITE 2400 CHICAGO IL 60601 1 0 0 0 Common Stock 2000 D Common Stock 2016-02-29 4 M 0 1950 0 A 3950 D Director Stock Option (Right to Buy) 20.51 2016-02-29 4 A 0 5210 20.51 A 2017-02-28 2026-02-28 Common Stock 5210 5210 D Restricted Stock Unit 2016-02-29 4 A 0 663 20.51 A 2019-02-28 Common Stock 663 663 D Restricted Stock Unit 2016-02-29 4 A 0 4876 20.51 A 2018-02-28 Common Stock 4876 4876 D Restricted Stock Unit 2016-02-29 4 M 0 1950 D 2019-02-28 Common Stock 1950 2925 D Original option grant vests monthly over a 4 year period, except that the shares that would otherwise vest over the first 12 months shall not vest until the first anniversary of the grant.as listed in the "Date Exercisable" column. 5,210 options were granted to the Reporting Person on February 29, 2016. Each restricted stock Unit is the economic equivalent of one share of Envestnet, Inc. Common Stock. This restricted stock Unit vests over a 3 year period, one third of the total amount vest on the first anniversary of the date of the grant of restricted stock; and then one-twelfth of the total amount vests on each three-month anniversary. This restricted stock Unit vests over a 3 year period, 40% of the total amount vests on the date of the grant of restricted stock; and then 30% of the total amount vests on February 28, 2017 and the remaining 30% vests on February 28, 2018. Represents the conversion upon vesting of restricted stock Unit into common stock. The reporting person was granted 4,876 restricted stock units on February 29, 2016, of which 40% (1,950 shares) subject to the restricted stock units of the grant vested on February 29, 2016. The reporting person was granted 4,876 restricted stock units on February 29, 2016, of which 40% (1,950 shares) subject to the restricted stock units of the grant vested on February 29, 2016. The common stock into which such vested restricted stock units converted on February 29, 2016 is reported in Table I on this Form 4. The remaining unvested restricted stock units will continue to vest as to 30% of the total amount on February 28, 2017 and the remaining 30% of the total amount will continue to vest on February 28, 2018. Each restricted stock Unit represents the contingent right to receive one share of common stock upon vesting of the unit. /s/ Shelly O'Brien, by power of attorney for Greg Smith 2016-03-02