Statement of Beneficial Ownership (sc 13d)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. )¹

Envivio, Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

29413T1060

(CUSIP Number)

CANNELL CAPITAL LLC

P.O. Box 3459

150 East Hansen Avenue

Jackson, WY 83001-3459

With a copy to:

DLA PIPER LLP (US)

JOHN J. ALTORELLI

PATRICK B. COSTELLO

1251 avenue of the Americas

New York, NY 10020

(212) 335-4500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 16, 2015

(Date of Event Which Requires Filing of This Statement)

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

1	NAME OF REPORTING PERSONS CANNELL CAPITAL LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [X] (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS WC/OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION WYOMING
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,870,097
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 1,870,097
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,870,097
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.75%
14	TYPE OF REPORTING PERSON IA

1	NAME OF REPORTING PERSONS J. Carlo Cannell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [X] (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS WC/OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,870,097
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,870,097
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,870,097
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.75%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSONS HOWARD MARKS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [X] (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSONS Charles M. Gillman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [X] (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

Item 1. Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $.001 per share (the “Shares”), of Envivio, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 400 Oyster Point Boulevard, Suite 325, South San Francisco, California 94080.

Item 2. Identity and Background.

(a) This statement is filed by:

(i)

Cannell Capital LLC, a Wyoming limited liability company (“Cannell Capital”);

(ii)

J. Carlo Cannell;

(iii)

Howard Marks; and

(iv)

Charles M. Gillman.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of Cannell Capital and J. Carlo Cannell is PO Box 3459, 150 East Hansen Avenue, Jackson, WY 83001-3459. The principal address of Howard Marks is 604 Arizona Avenue, Santa Monica, CA 90401. The principal address of Charles M. Gillman is 9330 South Lakewood Avenue, Tulsa, OK 74137.

(c) The principal business of Cannell Capital is investment management and advisory services. The principal business of Mr. Cannell is the performance of investment management and advisory services The principal business of Mr. Marks is acting as the managing partner of Start Engine, L.L.C. The principal business of Mr. Gillman is acting as the manager of IDWR Office, LLC.

(d) No Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of Messrs. Cannell, Marks and Gillman is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares purchased by Cannell Capital were purchased using working capital of each of the following entities (collectively, the “Cannell Investment Vehicles”) as follows:

Tristan Partners, L.P.: $3,139,282.25

Tristan Offshore Fund, Ltd.: $1,591,576.70

The Cannell Investment Vehicles have invested an aggregate amount of approximately $4,730,858.95 in the Shares.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On January 16, 2015, the Reporting Persons entered into a Solicitation Agreement, as further described in Item 6 below, pursuant to which they formed a group for the purpose of seeking changes to the corporate governance of the Issuer, which may include, among other things, nominating directors for election to the board of directors of the Issuer (the “Board”) at the 2015 annual meeting of stockholders (the “2015 Annual Meeting”).

The Reporting Persons intend to engage in discussions with management and the Board regarding the nomination and election of directors at the 2015 Annual Meeting and the composition of the Board generally, as well as ways to enhance stockholder value.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation and in addition to the actions outlined above, continuing to engage in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making recommendations or proposals to the Issuer concerning changes to the capitalization, corporate structure, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 27,712,592 Shares outstanding, as of December 4, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 10, 2014.

Cannell Capital

(a)

Cannell Capital, as investment advisor to the Cannell Investment Vehicles, may be deemed to beneficially own the Shares directly owned by the Cannell Investment Vehicles. As of the close of business on the date hereof, Cannell Capital may be deemed to beneficially own the 1,870,097 Shares owned directly by the Cannell Investment Vehicles.

Percentage: 6.75%

(b)

1. Sole power to vote or direct vote: 1,870,097
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,870,097
4. Shared power to dispose or direct the disposition: 0

(c)

Cannell Capital has not entered into any transactions in the Shares during the past sixty days.

J. Carlo Cannell

(a)

Mr. Cannell, as the Managing Member of Cannell Capital, may be deemed to beneficially own the 1,870,097 Shares owned by the Cannell Investment Vehicles.

Percentage: 6.75%

(b)

(c)

Mr. J. Carlo Cannell has not entered into any transactions in the Shares during the past sixty days.

Howard Marks and Charles M. Gillman

(a)

As of the close of business on the date hereof, none of Messrs. Gillman and Marks own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

(c)

None of Messrs. Marks and Gillman has entered into any transactions in the Shares during the past sixty days.

An aggregate of 1,870,097 Shares, constituting approximately 6.75% of the Shares outstanding, are reported in this Schedule 13D.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On January 16, 2015, the Reporting Persons entered into that certain Solicitation Agreement in which, among other things, the Reporting Persons agreed to form a group for purposes of (i) seeking changes to the corporate governance of the Issuer, which may include, among other things, nominating directors for election at the 2015 annual meeting of stockholders of the Issuer and soliciting proxies for the election of such director nominees, (ii) taking such other actions as the parties deem advisable in order to enhance stockholder value, and (iii) taking all other action necessary or advisable to achieve the foregoing. A copy of the Solicitation Agreement is attached as Exhibit 99.1 and is incorporated herein by reference.

On January 16, 2015, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A copy of this Joint Filing Agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

99.1

Solicitation Agreement by and among Cannell Capital LLC, J. Carlo Cannell, Charles M. Gillman and Howard Marks, dated as of January 16, 2015.

99.2

Joint Filing Agreement by and among Cannell Capital LLC, J. Carlo Cannell, Charles M. Gillman and Howard Marks, dated as of January 16, 2015.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

January 16, 2015

	CANNELL CAPITAL LLC

	By: /s/ J. Carlo Cannell
	Name: J. Carlo Cannell
	Title: Managing Member

	/s/ J. Carlo Cannell
	J. Carlo Cannell

	/s/ Charles M. Gillman
	Charles M. Gillman

	/s/ Howard Marks
	Howard Marks

Exhibit 99.1

SOLICITATION Agreement

This Solicitation Agreement (this “Agreement”) is made and entered into as of January 16, 2015, by and among Cannell Capital LLC (“Cannell Capital”), J. Carlo Cannell (“J. Cannell”), Charles M. Gillman (“Gillman”) and Howard Marks (“Marks” and together with Cannell Capital, J. Cannell and Gillman, collectively “Concerned ENVI Stockholders”). Each party to this Agreement may sometimes be referred to as a “Party” and collectively as the “Parties”.

WHEREAS, each of the members of Concerned ENVI Stockholders have agreed to form the Concerned ENVI Stockholders group for purposes of (i) seeking changes to the corporate governance of Envivio, Inc. (the “Company”), which may include, among other things, nominating directors for election at the 2015 annual meeting of stockholders of the Company (the “2015 Annual Meeting”) and soliciting proxies for the election of such director nominees, (ii) taking such other actions as the Parties deem advisable in order to enhance stockholder value, and (iii) taking all other action necessary or advisable to achieve the foregoing.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, representations, warranties and agreements set forth herein and intending to be legally bound hereby, the Parties to this Agreement hereby agree as follows:

1. Each Party agrees, to the extent required, to the joint filing of statements on Schedule 13D and any amendments thereto, a proxy statement on Schedule 14A and any other filings (collectively, “SEC Filings”) required by the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). Each member of Concerned ENVI Stockholders shall be responsible for the accuracy and completeness of its own disclosures therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2. Each of the undersigned agrees to form the group known as Concerned ENVI Stockholders for the purposes of (i) seeking changes to the corporate governance of the Company, which may include, among other things, nominating directors for election at the 2015 Annual Meeting and soliciting proxies for the election of such director nominees, (ii) taking such other actions as the Parties deem advisable in order to enhance stockholder value, and (iii) taking all other action necessary or advisable to achieve the foregoing.

3. Each of the Parties hereto agrees that any SEC filing, press release, Company communication or stockholder communication proposed to be made or issued by Concerned ENVI Stockholders or any member of Concerned ENVI Stockholders in connection with the activities set forth herein shall be as directed by Marks. Marks will provide notice to and a reasonable opportunity for each of the undersigned to review and comment upon any SEC filing, press release, Company communication, stockholder communication, or any proposed agreement or negotiating position with respect to the Company. In the absence of disagreement, Marks shall have discretion over the content and timing of public or private communications and negotiating positions taken on behalf of Concerned ENVI Stockholders. The Parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of Concerned ENVI Stockholders concerning decisions to be made, actions to be taken or statements to be made in connection with the activities of Concerned ENVI Stockholders. The Parties further agree to work in good faith with respect to decisions relating to the content and timing of public or private communications and negotiating positions taken on behalf of Concerned ENVI Stockholders. Any settlement agreement or similar agreement between Concerned ENVI Stockholders and the Company shall require the prior unanimous consent of all members of Concerned ENVI Stockholders.

4. Concerned ENVI Stockholders shall engage DLA Piper LLP (US) (“DLA”) as its legal counsel in connection with its activities with respect to the Company as set forth herein. Within 24 hours of a request, all members of Concerned ENVI Stockholders agree to provide DLA with their current holdings of all securities issued by the Company and any purchases or sales thereof during the last 60 days. Such data that are to be provided to DLA, electronically and with regards to any transaction data, will include the transaction price, share count, and name of the beneficial owner. So long as this Agreement is in effect, each of the undersigned shall provide written notice to DLA of (i) any purchases or sales of securities of the Company by themselves or by any “Affiliate” or “Associate” as defined in Rule 12(b)(2) under the Exchange Act; or (ii) any securities of the Company over which they, or any “Affiliate” or “Associate,” acquire or dispose of beneficial ownership for purposes of Section 13(d) of the Exchange Act. Notice shall be given no later than 1 business day following such purchase or sale.

5. All expenses, including, but not limited to, the retention of DLA, preparing a detailed presentation, releasing short sections of such presentation to news services and preparing and soliciting a proxy statement for the 2015 Annual Meeting, will be shared equally between J. Cannell and Gillman. Examples of allowable expenses are postage costs, legal and filing fees, fees related to document preparation, fees charged by SEC for filings, fees charged by newswires for press releases and all legal fees and expenses of DLA related to the activities of Concerned ENVI Stockholders. Examples of items that are not expenses are travel and entertainment for any member of Concerned ENVI Stockholders or employee thereof and salary or wages for any member of Concerned ENVI Stockholders or employee thereof.

6. The relationship of the Parties hereto shall be limited to carrying on the business of Concerned ENVI Stockholders in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any Party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any Party’s right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws and the provisions of this Agreement.

7. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the Parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

8. Any party hereto may terminate its obligations under this Agreement on 24 hours’ prior written notice to all other Parties, with a copy by fax to:

if to Cannell Capital or J. Cannell:

P.O. Box 3459

150 East Hansen Avenue

Jackson, WY 83001-3459

Email: scw@cannellcap.com

if to Gillman:

9330 S. Lakewood Ave.,

Tulsa, OK 74137

Email: cgillman@idwroffice.com

if to Marks:

604 Arizona Avenue

Santa Monica, CA 90401

howard@startengine.com

9. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.

	CONCERNED ENVI STOCKHOLDERS:

	CANNELL CAPITAL LLC

	By: /s/ J. Carlo Cannell
	Name: J. Carlo Cannell
	Title: Managing Member

	/s/ J. Carlo Cannell
	J. Carlo Cannell

	/s/ Charles M. Gillman
	Charles M. Gillman

	/s/ Howard Marks
	Howard Marks

Exhibit 99.2

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to securities of Envivio, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

January 16, 2015

	CANNELL CAPITAL LLC

	By: /s/ J. Carlo Cannell
	Name: J. Carlo Cannell
	Title: Managing Member

	/s/ J. Carlo Cannell
	J. Carlo Cannell

	/s/ Charles M. Gillman
	Charles M. Gillman

	/s/ Howard Marks
	Howard Marks