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*
Crager William
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2014
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 02/28/2014 M(1) 2,919 A $0 137,754 D
Common Stock 02/28/2014 F 1,077(2) D $0 136,677 D
Common Stock 100 I By wife
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 Award (3) 02/28/2014 M 2,919 (4) (4) Common Stock 2,919 (3) 4,801 D
Employee Stock Option (Right to Buy) $41.84 02/28/2014 A 14,100 (5) 02/28/2024 Common Stock 14,100 $41.84 519,000 D
Restricted Stock Award (6) 02/28/2014 A 8,900 (7) 02/28/2017 Common Stock 8,900 $41.84 13,701 D
Explanation of Responses:
1. Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock #1"). The reporting person was granted 3,119 restricted stock units on February 29, 2012 and 5,641 restricted stock units on February 28, 2013, of which 1/3 of the shares subject to the restricted stock units of each grant vested on February 28, 2014. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2012 and March 4, 2013.
2. The reporting person is reporting the withholding by Envestnet, Inc. of 1,077 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock #1 to the reporting person on February 28, 2014.
3. Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. common stock.
4. The reporting person was granted 3,119 restricted stock units on February 29, 2012 and 5,641 restricted stock units on February 28, 2013, of which 1/3 of the shares subject to the restricted stock units of each grant vested on February 28, 2014. The common stock into which such vested restricted stock units converted on February 28, 2014 is reported in Table I on this Form 4. 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.
5. 14,100 options were granted to the Reporting Person on February 28, 2014. Such options vest in three installments beginning on the first anniversary of the date of grant (2/28/2015).
6. Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit.
7. This restricted stock award vests in three installments beginning on the first anniversary of the date of the grant of restricted stock.
/s/ Shelly O'Brien, by power of attorney for William Crager 03/04/2014
** 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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