X0306 4 2018-07-19 1 0001430592 Financial Engines, Inc. FNGN 0001674591 Antone Lewis JR 1050 ENTERPRISE WAY 3RD FLOOR SUNNYVALE CA 94089 0 1 0 0 EVP, General Counsel and Sec. Common Stock 2018-07-19 4 D 0 4475 45.00 D 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 951 0.00 D Common Stock 951 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 1678 0.00 D Common Stock 1678 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 4730 0.00 D Common Stock 4730 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 4403 0.00 D Common Stock 4403 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 7559 0.00 D Common Stock 7559 0 D Employee Stock Option (Right to Buy) 26.22 2018-07-19 4 D 0 3810 0.00 D Common Stock 3810 0 D Employee Stock Option (Right to Buy) 42.80 2018-07-19 4 D 0 10925 0.00 D Common Stock 10925 0 D Employee Stock Option (Right to Buy) 66.60 2018-07-19 4 D 0 4700 0.00 D Common Stock 4700 0 D Employee Stock Option (Right to Buy) 32.68 2018-07-19 4 D 0 10420 0.00 D Common Stock 10420 0 D Employee Stock Option (Right to Buy) 35.22 2018-07-19 4 D 0 9384 0.00 D Common Stock 9384 0 D Employee Stock Option (Right to Buy) 26.43 2018-07-19 4 D 0 24093 0.00 D Common Stock 24093 0 D Employee Stock Option (Right to Buy) 44.30 2018-07-19 4 D 0 15655 0.00 D Common Stock 15655 0 D Employee Stock Option (Right to Buy) 34.40 2018-07-19 4 D 0 21384 0.00 D Common Stock 21384 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. At the Effective Time, each outstanding option to acquire shares of common stock of the Company became fully vested (to the extent unvested) and was cancelled and converted into the right to receive the product of (1) the excess, if any, of the Merger Consideration over the applicable exercise price of such option, multiplied by (2) the total number of shares of common stock of the Company subject to such option, subject to applicable withholding taxes. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration. 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 Lewis Antone, Jr. 2018-07-23