X0306 4 2017-05-12 0 0001337619 ENVESTNET, INC. ENV 0001497462 Bergman Judson 35 EAST WACKER DRIVE SUITE 2400 CHICAGO IL 60601 1 1 0 0 Chief Executive Officer Common Stock 2017-05-12 4 M 0 41666 0 A 707925 D Common Stock 2017-05-12 4 F 0 19042 0 D 688883 D Employee Stock Option (Right to Buy) 7.50 2009-04-30 2018-04-30 Common Stock 36000 36000 D Employee Stock Option (Right to Buy) 7.15 2010-05-15 2019-05-15 Common Stock 15000 15000 D Employee Stock Option (Right to Buy) 9 2011-07-28 2020-07-28 Common Stock 376000 376000 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 7951 7.951 D Employee Stock Option (Right to Buy) 15.34 2014-02-28 2023-02-28 Common Stock 9408 9408 D Employee Stock Option (Right to Buy) 41.84 2015-02-28 2024-02-28 Common Stock 20300 20300 D Employee Stock Option (Right to Buy) 53.88 2016-02-29 2025-02-28 Common Stock 17400 17400 D Employee Stock Option (Right to Buy) 20.51 2017-02-28 2026-02-28 Common Stock 8932 8932 D Employee Stock Option (Right to Buy) 31.03 2017-05-12 2026-05-12 Common Stock 25000 25000 D Employee Stock Option (Right to Buy) 31.70 2018-03-28 2027-03-28 Common Stock 11518 11518 D Restricted Stock Units 2018-02-28 Common Stock 3867 3867 D Restricted Stock Units 2019-02-28 Common Stock 5955 5955 D Performance Stock Unit Award 2017-05-12 4 M 0 41666 A 2019-05-12 Common Stock 41666 83334 D Restricted Stock Units 2020-03-28 Common Stock 34554 34554 D Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column. Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column. Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock Each restricted unit represents the contingent right to receive one share of common stock upon the vesting of the unit. The reporting person was granted 11,600 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. These restricted stock units vest 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 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. The Reporting Person will earn a percentage of his performance stock unit award ("Banked Units") based on specific adjusted EBIDTA goals for the relevant performance period. This performance stock unit award vests over a 3 consecutive one-year performance periods, with 33.33% of Banked Units vesting following the First Performance Period, 50% of the outstanding Banked Units following the Second Performance Period and 100% of the outstanding Banked Units following the Final Performance Period, as described in the executive's employment agreement dated May 12, 2016 by and between the Company and the Reporting Person. Represents the conversion upon vesting of performance stock units "(the Banked Units") into common stock (the "Converted Common Stock ") pursuant to the achievement of specific adjusted EBITDA goals for the relevant performance period. The reporting person was granted 125,000 Banked Units on May 12, 2016 of which 33.33% of the Banked Units vested following the First Performance Period, 50% of the outstanding Banked Units will vest following the Second Performance Period and 100% of the outstanding Banked Units will vest following the Final Performance Period, as described in the executive's employment agreement dated May 12, 2016 by and between the Company and the Reporting Person. Such Banked Units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on May 13, 2016. The reporting person is reporting the withholding by Envestnet, Inc. of 19,042 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 May12, 2017. /s/ Shelly O'Brien, by power of attorney for Judson Bergman 2017-05-16