FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

D'Arrigo Peter 		2. Issuer Name and Ticker or Trading Symbol

ENVESTNET, INC. [ ENV ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

35 EAST WACKER DRIVE, SUITE 2400 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/17/2016
(Street)

CHICAGO, IL 60601
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   6/17/2016     M    6000   (11) A $7.5   13888   (13) D    
Common Stock   6/17/2016     S    6000   (11) D $35.66   (12) 7888   (13) D    
Common Stock   6/17/2016     S    6294   (14) D $35.69   1594   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $7.50   6/17/2016     S         6000    6/6/2008   (1) (15) 6/16/2018   Common Stock   186937   $0   180937   D    
Employee Stock Option (Right to Buy)   $9                    7/28/2011   (2) 2/28/2020   Common Stock   86000     86000   D    
Employee Stock Option (Right to Buy)   $12.55                    2/28/2012   (3) 2/28/2021   Common Stock   10000     10000   D    
Employee Stock Option (Right to Buy)   $12.45                    2/28/2013   (3) 2/28/2022   Common Stock   10195     10195   D    
Employee Stock Option (Right to Buy)   $15.34                    2/28/2014   (3) 2/28/2023   Common Stock   8000     8000   D    
Employee Stock Option (Right to Buy)   $41.84                    2/28/2015   (3) 2/28/2024   Common Stock   10600     10600   D    
Employee Stock Option (Right to Buy)   $53.88                    2/28/2016   (3) 2/28/2025   Common Stock   8250     8250   D    
Employee Stock Option (Right to Buy)   $20.51                    2/28/2017   (8) 2/28/2025   Common Stock   4.235     4235   D    
Restricted Stock Unit     (4)                    (6) 2/28/2017   Common Stock   2200   (5)   2200   D    
Restricted Stock Unit     (4)                    (7) 2/28/2018   Common Stock   1833   (5)   3667   D    
Restricted Stock Unit     (4)                    (9) 2/28/2019   Common Stock   4235   (5)   4235   D    
Performance Stock Unit Award     (4)                    (10) 5/12/2019   Common Stock   30000     30000   D    

Explanation of Responses:
( 1)  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.
( 2)  Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
( 3)  Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
( 4)  Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock
( 5)  Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit.
( 6)  The reporting person was granted 6,600 restricted stock units on February 28, 2014. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested.
( 7)  The reporting person was granted 5,500 restricted stock units on February 28, 2015. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested.
( 8)  This option grant vests over a 3 year period, one-third of the total amount vests on the first anniversary of the applicable date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter.
( 9)  This restricted stock unit vests over a 3 year period, with one-twelfth of the total amount vesting on each three-month anniversary of the date of grant.
( 10)  The Reporting Person will earn a percentage of his performance stock unit award ("Banked Units") based on specific adjusted EBIDTA goals for the relevant performance period. This performance stock unit award vests over a 3 consecutive one-year performance periods, with 33.33% of Banked Units vesting following the First Performance Period, 50% of the outstanding Banked Units following the Second Performance Period and 100% of the outstanding Banked Units following the Final Performance Period, as described in the executive's employment agreement dated May 12, 2016 by and between the Company and the Reporting Person.
( 11)  Open market exercise and sale.
( 12)  The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.65 to $35.67, inclusive.
( 13)  Total includes 6,294 shares of Common Stock transferred from the reporting person's direct ownership to the reporting person's indirect ownership by a joint account held with the reporting person's wife on May 9, 2016.
( 14)  The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.69 to $35.70, inclusive.
( 15)  A total of 220,000 options were granted on 6/16/2008. 186,937 options were vested and exercisable as of 6/17/2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
D'Arrigo Peter
35 EAST WACKER DRIVE
SUITE 2400
CHICAGO, IL 60601

Chief Financial Officer

Signatures
/s/ Shelly O'Brien, by power of attorney for Peter D'Arrigo 6/20/2016
** 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 4(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.
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