SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Arora Anil
(Last) (First) (Middle)
35 EAST WACKER DRIVE
SUITE 2400
(Street)
CHICAGO IL 60601
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENVESTNET, INC. [ ENV ] 		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 *
3. Date of Earliest Transaction (Month/Day/Year)
06/07/2017
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 06/07/2017 M(8) 8,333 A (5) 80,853(10) D
Common Stock 06/07/2017 F(9) 3,264 D $36.25 77,589 D
Common Stock 136 I By Trust for child(1)
Common Stock 136 I By Trust for child(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Restricted Stock Unit (2) 06/07/2017 M 8,333 (3) 12/07/2018(4) Common Stock 8,333 (5) 50,002 D
Restricted Stock Unit (2) (6) 03/28/2020 Common Stock 20,000(5) 20,000 D
Employee Stock Option (Right to Buy) $32.46 (7) 12/07/2025 Common Stock 20,000 20,000 D
Explanation of Responses:
1. 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.
2. Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock.
3. 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.
4. 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.
5. Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
Remarks:
*Chief Executive of Envestnet / Yodlee
/s/ Shelly O'Brien, by power of attorney for Anil Arora 06/09/2017
** 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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