Statement of Changes in Beneficial Ownership (4)
May 17 2017 - 7:13PM
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
*
Roame Charles
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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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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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)
5/15/2017
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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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5/15/2017
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P
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257
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A
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$35.98
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257
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D
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Common Stock
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5/15/2017
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G
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257
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D
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$0
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9209
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I
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See Footnote
(1)
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Common Stock
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3146
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I
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By Tiburon Strategic Advisors, LLC
(7)
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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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Director Stock Option (Right to Buy)
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$12.45
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2/28/2013
(2)
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2/28/2022
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Common Stock
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2334
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2334
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I
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See Footnote
(1)
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Director Stock Option (Right to Buy)
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$15.34
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2/28/2014
(2)
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2/28/2023
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Common Stock
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8116
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8116
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I
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See Footnote
(1)
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Director Stock Option (Right to Buy)
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$41.84
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2/28/2015
(2)
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2/28/2024
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Common Stock
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3506
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3506
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I
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See Footnote
(1)
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Director Stock Option (Right to Buy)
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$55.29
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2/28/2016
(2)
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2/28/2025
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Common Stock
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2913
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2913
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I
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See Footnote
(1)
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Director Stock Option (Right to Buy)
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$20.51
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2/28/2017
(2)
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2/28/2026
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Common Stock
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5655
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5655
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I
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See Footnote
(1)
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Director Stock Option (Right to Buy)
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$31.70
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3/28/2018
(2)
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3/28/2027
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Common Stock
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2416
(4)
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2416
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I
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See Footnote
(1)
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Restricted Stock Units
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(3)
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(5)
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2/28/2019
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Common Stock
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428
(4)
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428
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D
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Restricted Stock Units
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(3)
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(6)
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2/28/2018
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Common Stock
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1463
(4)
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1463
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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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3/28/2020
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Common Stock
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2208
(4)
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2208
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D
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Explanation of Responses:
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(1)
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Represents shares held by a trust in which Mr. Roame is the trustee.
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(2)
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Original option grant vests monthly over a 4 year period, except that the shares that would otherwise vest over the first 12 months shall not vest until the first anniversary of the grant.as listed in the "Date Exercisable" column.
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(3)
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Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock.
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(4)
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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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(5)
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This restricted stock award 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.
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(6)
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This restricted stock award vests over a 3 year period, 40% of the total amount vests on the date of the grant of restricted stock; and then 30% of the total amount vests on February 28, 2017 and the remaining 30% vests on February 28, 2018.
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(7)
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Mr. Roame is Managing Partner of Tiburon Strategic Advisors, LLC ("Tiburon"). As Managing Partner of Tiburon, Mr. Roame may be deemed to have voting and investment power over the shares owned by Tiburon. Mr. Roame disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
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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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Roame Charles
35 EAST WACKER DRIVE
SUITE 2400
CHICAGO, IL 60601
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X
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Signatures
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/s/ Shelly O'Brien, by power of attorney for Charles Roame
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5/17/2017
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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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