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 *

Crager William 		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)
President
(Last)          (First)          (Middle)

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

12/19/2016
(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   12/19/2016     M    2500   (11) A $7.50   143829   D    
Common Stock   12/19/2016     S    2500   (11) D $36.30   (12) 141329   D    
Common Stock                  100   I   By wife  

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   12/19/2016     M         2500    4/26/2007   (1) (10) 4/26/2017   Common Stock   2500   $0   37352   D    
Employee Stock Option (Right to Buy)   $7.50                    4/30/2009   (1) 4/30/2018   Common Stock   14000     14000   D    
Employee Stock Option (Right to Buy)   $7.15                    5/15/2010   (1) 5/15/2019   Common Stock   12000     12000   D    
Employee Stock Option (Right to Buy)   $9                    7/28/2011   (2) 7/28/2020   Common Stock   164000     164000   D    
Employee Stock Option (Right to Buy)   $12.55                    2/28/2012   (1) 2/28/2021   Common Stock   25000     25000   D    
Employee Stock Option (Right to Buy)   $12.45                    2/28/2013   (1) 2/28/2022   Common Stock   13954     13954   D    
Employee Stock Option (Right to Buy)   $15.34                    2/28/2014   (1) 2/28/2023   Common Stock   13500     13500   D    
Employee Stock Option (Right to Buy)   $41.84                    2/28/2015   (1) 2/28/2024   Common Stock   14100     14100   D    
Employee Stock Option (Right to Buy)   $53.88                    2/29/2016   (1) 2/28/2025   Common Stock   11400     11400   D    
Employee Stock Option (Right to Buy)   $20.51                    2/28/2017   (8) 2/28/2026   Common Stock   5852     5852   D    
Restricted Stock Award     (3)                    (5) 2/28/2017   Common Stock   2967   (4)   2967   D    
Restricted Stock Award     (3)                    (6) 2/28/2018   Common Stock   5067   (4)   5067   D    
Restricted Stock Award     (3)                    (7) 2/28/2019   Common Stock   5852   (4)   5852   D    
Performance Stock Unit Award     (3)                    (9) 5/12/2019   Common Stock   50000   (4)   50000   D    

Explanation of Responses:
( 1)  Original option grant vests in three installments beginning 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)  Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock
( 4)  Each restricted unit represents the contingent right to receive one share of common stock upon the vesting of the unit.
( 5)  The reporting person was granted 8,900 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.
( 6)  The reporting person was granted 7,600 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.
( 7)  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.
( 8)  This restricted stock unit vests over a 3 year period, one third of the total amount vests on the first anniversary of the date of the grant of restricted stock; and then one-twelfth of the total amount vests on each three-month anniversary.
( 9)  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.
( 10)  A total of 80,000 options were granted on 04/26/2007. 39,852 options were vested and exercisable as of 12/19/2016.
( 11)  Option exercise and sale pursuant to a 10b5-1 plan established to allow the exercise and sale of options which will be forfeited if not exercised prior to the April 26, 2017 expiration date.
( 12)  The shares reported in column 4 were sold in multiple transactions with a weighted average price of $36.30 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Crager William
35 EAST WACKER DRIVE
SUITE 2400
CHICAGO, IL 60601

President

Signatures
/s/ Shelly O'Brien, by power of attorney for William Crager 12/20/2016
** 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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