Statement of Changes in Beneficial Ownership (4)
April 05 2017 - 5:46PM
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
*
Crager William
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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)
President
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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)
4/3/2017
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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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4/3/2017
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M
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2352
(10)
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A
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$7.50
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148222
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D
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Common Stock
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4/3/2017
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S
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2352
(10)
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D
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$32.32
(11)
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145870
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I
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By wife
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Common Stock
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100
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I
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By wife
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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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$7.50
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4/3/2017
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M
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2352
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4/26/2007
(1)
(9)
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4/26/2017
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Common Stock
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2352
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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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4/30/2009
(1)
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4/30/2018
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Common Stock
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14000
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14000
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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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5/15/2010
(1)
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5/15/2019
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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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$9
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7/28/2011
(2)
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7/28/2020
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Common Stock
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164000
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164000
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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
(1)
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2/28/2021
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Common Stock
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25000
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25000
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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
(1)
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2/28/2022
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Common Stock
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13954
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13954
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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
(1)
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2/28/2023
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Common Stock
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13500
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13500
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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
(1)
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2/28/2024
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Common Stock
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14100
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14100
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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
(1)
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2/28/2025
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Common Stock
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11400
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11400
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D
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Employee Stock Option (Right to Buy)
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$20.51
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2/28/2017
(6)
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2/28/2026
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Common Stock
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5852
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5852
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D
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Employee Stock Option (Right to Buy)
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$31.70
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3/28/2018
(6)
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3/28/2027
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Common Stock
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5733
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5733
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D
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Restricted Stock Units
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(3)
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(5)
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2/28/2018
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Common Stock
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2534
(4)
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2534
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D
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Restricted Stock Units
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(3)
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(7)
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2/28/2019
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Common Stock
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3902
(4)
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3902
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D
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Performance Stock Unit Award
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(3)
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(8)
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5/12/2019
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Common Stock
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50000
(4)
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50000
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D
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Restricted Stock Units
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(3)
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(7)
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3/28/2020
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Common Stock
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17200
(4)
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17200
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D
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Explanation of Responses:
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(1)
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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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(2)
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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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(3)
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Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock
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(4)
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Each restricted unit represents the contingent right to receive one share of common stock upon the vesting of the unit.
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(5)
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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.
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(6)
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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.
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(7)
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These restricted stock units vest 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.
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(8)
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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.
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(9)
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A total of 80,000 options were granted on 04/26/2007. 2,352 options were vested and exercisable as of 04/03/2017.
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(10)
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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.
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(11)
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The shares reported in column 4 were sold in multiple transactions with a weighted average price of $32.32 per share.
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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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Crager William
35 EAST WACKER DRIVE
SUITE 2400
CHICAGO, IL 60601
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President
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Signatures
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/s/ Shelly O'Brien, by power of attorney for William Crager
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4/5/2017
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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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