X0306 4 2017-02-28 0 0001337619 ENVESTNET, INC. ENV 0001497437 Thomas Brandon 35 EAST WACKER DRIVE SUITE 2400 CHICAGO IL 60601 0 1 0 0 Chief Investment Officer Common Stock 2017-02-28 4 M 0 1334 0 A 236349 D Common Stock 2017-02-28 4 F 0 415 0 D 235934 D Common Stock 2017-02-28 4 M 0 1067 0 A 237001 D Common Stock 2017-02-28 4 F 0 332 0 D 236669 D Common Stock 2017-02-28 4 M 0 821 0 A 237490 D Common Stock 2017-02-28 4 F 0 256 0 D 237234 D Common Stock 13938 I See footnote Employee Stock Option (Right to Buy) 9 2011-07-28 2020-02-28 Common Stock 62000 27000 D Employee Stock Option (Right to Buy) 12.55 2012-02-28 2021-02-28 Common Stock 10000 10000 D Employee Stock Option (Right to Buy) 12.45 2013-02-28 2022-02-28 Common Stock 7647 7647 D Employee Stock Option (Right to Buy) 15.34 2014-02-28 2023-02-28 Common Stock 8000 8000 D Employee Stock Option (Right to Buy) 41.84 2015-02-28 2024-02-28 Common Stock 6200 6200 D Employee Stock Option (Right to Buy) 53.88 2016-02-29 2025-02-28 Common Stock 4800 4800 D Employee Stock Option (Right to Buy) 20.51 2017-02-28 2026-02-28 Common Stock 2464 2464 D Restricted Stock Units 2017-02-28 4 M 0 1334 D 2017-02-28 Common Stock 1334 0 D Restricted Stock Units 2017-02-28 4 M 0 1067 D 2018-02-28 Common Stock 1067 1067 D Restricted Stock Units 2017-02-28 4 M 0 821 D 2019-02-28 Common Stock 821 1643 D Restricted Stock Units 2019-08-02 Common Stock 16668 16668 D Represents shares held by a trust in which Mr. Thomas is the trustee. Original option grant vests in four installments beginning on the first date of grant and thereafter on the first anniversary of the date of grant as listed in the "Date Exercisable" column. Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column. This option grant vests over a 3 year period, one-third of the total amount vests on the first anniversary of the applicable date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter. Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit. The reporting person was granted 4,000 restricted stock units on February 28, 2014. 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. The reporting person was granted 3,200 restricted stock units on February 28, 2015. 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. The reporting person was granted 2,464 restricted stock units on February 29, 2016, These restricted stock units vest over a 3 year period, with 1/3 of the shares vesting on the first anniversary of the date of grant and one-twelfth of the total amount vesting on each three-month anniversary of the date of grant. The reporting person was granted 20,000 restricted stock units on August 2, 2016. These restricted stock units vest over a 3 year period, with one-twelfth of the total amount vesting on each three-month anniversary of the date of grant. Represents the conversion upon vesting of restricted stock units into common stock (the "Converted Common Stock "). The reporting person was granted 4,000 restricted stock units on February 28, 2014 of which one-third of the total amount vests on the first anniversary of the date of the grant of restricted stock; and then 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 unit grant on each succeeding February 28th until fully vested. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2014. The reporting person is reporting the withholding by Envestnet, Inc. of 415 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock to the reporting person on February 28, 2017. Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock "). The reporting person was granted 3,200 restricted stock units on February 28, 2015 of which one-third of the total amount vests on the first anniversary of the date of the grant of restricted stock; and then 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 unit grant on each succeeding February 28th until fully vested. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2015. The reporting person is reporting the withholding by Envestnet, Inc. of 332 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock to the reporting person on February 28, 2017. Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock "). The reporting person was granted 2,464 restricted stock units on February 29, 2016 of which one-third of the total amount vests 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. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2016. The reporting person is reporting the withholding by Envestnet, Inc. of 256 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock to the reporting person on February 28, 2017. /s/ Shelly O'Brien, by power of attorney for Brandon Thomas 2017-03-02