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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

O'Brien Shelly

(Last)

(First)

(Middle)

35 EAST WACKER DRIVE, SUITE 2400

(Street)

CHICAGO

60601

(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)

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

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)
Common Stock	28,766	D

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)
Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	20,579	$0.0935	D
Employee Stock Option (right to buy)	⁽²⁾	11/14/2015	Common Stock	5,000	$5	D
Employee Stock Option (right to buy)	⁽³⁾	11/14/2015	Common Stock	5,000	$7.5	D
Employee Stock Option (right to buy)	⁽⁴⁾	04/26/2017	Common Stock	80,000	$7.5	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/30/2018	Common Stock	5,000	$7.5	D
Employee Stock Option (right to buy)	⁽⁶⁾	05/15/2019	Common Stock	2,000	$7.15	D
Employee Stock Option (right to buy)⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	1,403	$9	D

Explanation of Responses:

1. Represents an interest in the number of shares of the issuer's Common Stock indicated in Part I, Item 3 as a result of the Reporting Person's beneficial ownership of 20,641 shares of common stock of 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. Each share of ENG common stock will automatically convert into 0.0935 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering.

2. The option award is fully vested.

3. The option award is fully vested.

4. The option award is fully vested.

5. 5,000 options were granted to the Reporting Person on 4/30/2008. Of such 5,000 options, 1,666.6 vested on 4/30/2009, 1,666.6 vested on 4/30/2010 and the remaining 1,666.8 will vest on 4/30/2011.

6. 2,000 options were granted to the Reporting Person on 5/15/2009. Of such 2,000 options, 666.6 vested on 5/15/2010, 666.6 will vest on 5/15/2011 and the remaining 666.8 will vest on 5/15/2012.

7. Represents options to purchase the number of shares of the issuer's Common Stock indicated in Part II, Item 3 as a result of the Reporting Person's holding of options to purchase shares of common stock of ENG. As noted in footnote (1), upon the consummation of the issuer's initial public offering, ENG will merge with and into the issuer and each option to purchase a share of ENG's common stock will automatically convert into 1403 options to purchase shares of the issuer's Common Stock.

8. _

	/s/ Shelly O'Brien	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.