Statement of Changes in Beneficial Ownership (4)
June 09 2017 - 4:03PM
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
*
Arora Anil
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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
__
X
__ Officer (give title below)
_____ Other (specify below)
Envestnet | Yodlee *
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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)
6/7/2017
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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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6/7/2017
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M
(8)
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8333
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A
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(5)
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80853
(10)
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D
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Common Stock
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6/7/2017
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F
(9)
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3264
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D
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$36.25
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77589
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D
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Common Stock
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136
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I
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By Trust for child
(1)
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Common Stock
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136
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I
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By Trust for child
(1)
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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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Restricted Stock Unit
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(2)
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6/7/2017
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M
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8333
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(3)
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12/7/2018
(4)
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Common Stock
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8333
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(5)
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50002
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D
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Restricted Stock Unit
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(2)
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(6)
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3/28/2020
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Common Stock
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20000
(5)
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20000
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D
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Employee Stock Option (Right to Buy)
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$32.46
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(7)
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12/7/2025
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Common Stock
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20000
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20000
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D
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Explanation of Responses:
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(1)
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These shares are held in trust for the benefit of a child of the reporting person for which the reporting person serves as trustee. The reporting person shares voting and investment control over the shares but disclaims beneficial ownership of the shares.
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(2)
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Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock.
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(3)
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The reporting person was granted 100,000 restricted stock units on December 7, 2015 of which 1/3 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 thereafter.
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(4)
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The shares of Common Stock issuable with respect to the restricted stock units remain subject to restriction until the award becomes vested for all purposes.
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(5)
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Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.
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(6)
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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 units and one-twelfth of the total amount vests on each three-month anniversary.
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(7)
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20,000 options were granted to the reporting person on December 7, 2015. One-Twelfth of the total amount vests on each three-month anniversary of the date of grant.
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(8)
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Represents the issuance of Envestnet, Inc. common stock upon the vesting of restricted stock units effective June 7, 2017, but remain subject to contractual restrictions (the "June Vested Restricted Stock Units"). The reporting person was granted 100,000 restricted stock units on December 7, 2015 of which one-twelfth of the total amount vested on June 7, 2017. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on December 9, 2015.
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(9)
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The reporting person is reporting the withholding by Envestnet, Inc. of 3,264 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of the June Vested Restricted Stock Units to the reporting person on June 7, 2017.
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(10)
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The total reflects the sale of 1,100 shares of Common Stock on March 3, 2017 reported on a Form 4 filed with the Securities and Exchange Commission on March 3, 2017.
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Remarks:
*Chief Executive of Envestnet / Yodlee
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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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Arora Anil
35 EAST WACKER DRIVE
SUITE 2400
CHICAGO, IL 60601
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X
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Envestnet | Yodlee *
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Signatures
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/s/ Shelly O'Brien, by power of attorney for Anil Arora
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6/9/2017
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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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