SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

KOONTZ PAUL G

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2010

3. Issuer Name and Ticker or Trading Symbol
ENVESTNET, INC. [ ENV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	131,425	I	By Foundation Capital III Principals, LLC⁽¹⁾
Common Stock	564,844	I	By Foundation Capital III, L.P.⁽¹⁾
Common Stock	8,159	I	By Foundation Capital Leadership Fund, L.P.⁽¹⁾
Common Stock	216	I	By Foundation Capital Leadership Principals Fund, LLC⁽¹⁾
Common Stock	26,965	I	By GRP Management Services Corp., trustee Foundation Capital III Principals, LLC⁽¹⁾
Common Stock	231,371	I	By GRP Management Services Corp., trustee Foundation Capital III, L.P.⁽¹⁾
Common Stock	679,654	I	By GRP Management Services Corp., trustee Foundation Capital Leadership Fund, L.P.⁽¹⁾
Common Stock	18,124	I	By GRP Management Services Corp., trustee Foundation Capital Leadership Principals Fund, LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	138,080	⁽²⁾	I	By Foundation Capital III Principals, LLC⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	7,872	⁽²⁾	I	By Foundation Capital III Principals, LLC⁽¹⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	585,120	⁽²⁾	I	By Foundation Capital III L.P.⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	67,560	⁽²⁾	I	By Foundation Capital III L.P.⁽¹⁾

Explanation of Responses:

1. Paul Koontz is a Manager of (a) Foundation Capital Management Co. III, LLC ("FC3M"), which serves as the sole general partner of Foundation Capital III, L.P. ("FC3") and Foundation Capital Leadership Fund, L.P. ("FCL") and (b) FC Leadership Management Co., LLC ("FCLM"), which serves as the sole general partner of FCL and FCLP. FC3M exercises sole voting and investment power over the shares owned by FC3 and Foundation Capital III Principals, LLC ("FC3P") and FCLM exercises sole voting and investment power over the shares owned by FCL and FCLP. As a Manager of FC3M and FCLM, Mr. Koontz may be deemed to share voting and investment power over the shares owned by FC3, FC3P, FCL and FCLP. Mr. Koontz disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

2. The preferred stock is convertible at any time, at the holder's option and has no stated expiration date. Upon consummation of the issuer's initial public offering, each series of the issuer's preferred stock will automatically convert into the number of shares of the issuer's Common Stock indicated in Part II, Item 3.

	/s/ Shelly O'Brien, by Power of Attorney for Paul Koontz	07/28/2010
	** 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 5 (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.
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 Number.