X0306 4 2018-07-19 1 0001430592 Financial Engines, Inc. FNGN 0001486949 Berg-Lacy E. Olena 1050 ENTERPRISE WAY 3RD FLOOR SUNNYVALE CA 94089 1 0 0 0 Common Stock 2018-07-19 4 D 0 22415 45.00 D 0 D Restricted Stock Unit 0.00 2018-07-19 4 D 0 1224 0.00 D Common Stock 1224 0 D Restricted Stock Unit 0.00 2018-07-19 4 D 0 2517 0.00 D Common Stock 2517 0 D Restricted Stock Unit 0.00 2018-07-19 4 D 0 2567 0.00 D Common Stock 2567 0 D Restricted Stock Unit 0.00 2018-07-19 4 D 0 4482 0.00 D Common Stock 4482 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among Financial Engines, Inc. (the "Company"), Edelman Financial, L.P., (the "Parent"), and Flashdance Merger Sub, Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on May 2, 2018, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on July 19, 2018 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $45.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes. Each restricted stock unit represents a contingent right to receive one share of Financial Engines, Inc. common stock. At the Effective Time, each outstanding restricted stock unit award became fully vested and was cancelled and converted into the right to receive the Merger Consideration in respect of each vested share of common stock of the Company subject to such award, in each case subject to withholding taxes if applicable. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among Financial Engines, Inc. (the "Company"), Edelman Financial, L.P., (the "Parent"), and Flashdance Merger Sub, Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on May 2, 2018, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on July 19, 2018 (the "Effective Time"). /s/ Robert Mills, Attorney-in-Fact For: Olena Berg-Lacy 2018-07-23