Statement of Changes in Beneficial Ownership (4)
September 30 2015 - 7:10PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Thomas Brandon
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2. Issuer Name
and
Ticker or Trading Symbol
ENVESTNET, INC.
[
ENV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Investment Officer
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(Last)
(First)
(Middle)
35 EAST WACKER DRIVE, SUITE 2400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/29/2015
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(Street)
CHICAGO, IL 60601
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/29/2015
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M
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12142
(2)
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A
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$5.00
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237196
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D
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Common Stock
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9/29/2015
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S
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2363
(2)
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D
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$29.90
(3)
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234833
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D
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Common Stock
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9/29/2015
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S
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4412
(2)
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D
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$30.07
(3)
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230421
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D
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Common Stock
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13938
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I
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See footnote
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$5.00
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9/29/2015
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M
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12142
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11/14/2006
(1)
(5)
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11/14/2015
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Common Stock
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12142
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$0
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0
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D
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Employee Stock Option (Right to Buy)
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$7.50
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4/26/2007
(5)
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4/26/2017
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Common Stock
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12000
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12000
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D
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Employee Stock Option (Right to Buy)
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$7.50
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4/30/2009
(5)
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4/30/2018
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Common Stock
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9000
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9000
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D
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Employee Stock Option (Right to Buy)
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$7.15
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(6)
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4/30/2018
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Common Stock
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6000
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6000
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D
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Employee Stock Option (Right to Buy)
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$9
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7/28/2011
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2/28/2020
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Common Stock
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62000
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62000
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D
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Employee Stock Option (Right to Buy)
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$12.55
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2/28/2012
(5)
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2/28/2021
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Common Stock
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10000
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10000
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D
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Employee Stock Option (Right to Buy)
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$12.45
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2/28/2013
(5)
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2/28/2022
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Common Stock
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7647
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7647
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D
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Employee Stock Option (Right to Buy)
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$15.34
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2/28/2014
(5)
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2/28/2023
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Common Stock
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8000
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8000
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D
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Employee Stock Option (Right to Buy)
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$41.84
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2/28/2015
(5)
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2/28/2024
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Common Stock
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6200
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6200
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D
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Employee Stock Option (Right to Buy)
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$53.88
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2/29/2016
(7)
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2/28/2025
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Common Stock
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4800
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4800
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D
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Restricted Stock Award
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(8)
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2/29/2016
(10)
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2/28/2016
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Common Stock
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1040
(9)
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1040
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D
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Restricted Stock Award
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(8)
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2/29/2016
(10)
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2/28/2017
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Common Stock
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2667
(9)
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2667
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D
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Restricted Stock Award
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(8)
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2/29/2016
(10)
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2/28/2018
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Common Stock
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3200
(9)
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3200
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D
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Explanation of Responses:
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(
1)
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A total of 32,500 options were granted on 11/14/2005. 12,142 options were vested and exercisable as of 9/29/2015.
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(
2)
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Open market exercise of an Envestnet, Inc. stock option by means of a cashless-sell-to-cover method (selling enough shares to cover option share purchase price, fee and taxes, then retaining the remaining shares).
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(
3)
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The prices reported in column 4 are weighted average prices. 2,363 shares were sold in multiple transactions at prices ranging from $29.85 to $29.93, inclusive and 4,412 shares were sold in multiple transactions at prices ranging from $30.00 to $30.21 inclusive.
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(
4)
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Represents shares held by a trust in which Mr. Thomas is the trustee.
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(
5)
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Original option grant vests in four installments beginning on the first date of grant and thereafter on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
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(
6)
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Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
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(
7)
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Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
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(
8)
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Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock
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(
9)
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Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit.
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(
10)
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This restricted stock award vests in three installments beginning on the first anniversary of the date of the grant of restricted stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Thomas Brandon
35 EAST WACKER DRIVE
SUITE 2400
CHICAGO, IL 60601
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Chief Investment Officer
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Signatures
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/s/ Shelly O'Brien, by power of attorney for Brandon Thomas
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9/30/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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