SEC FORM 4

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

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/29/2016		M⁽²⁾		100,809	A	$0	137,371	D
Common Stock	01/29/2016		F		43,670⁽³⁾	D	$0	93,701	D
Common Stock	03/07/2016		M⁽⁴⁾		8,333	A	$0	102,034	D
Common Stock	03/07/2016		F		4,046⁽⁵⁾	D	$0	97,988	D
Common Stock								136	I	By Trust for child 1⁽¹⁾
Common Stock								136	I	By Trust for child 1⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock	⁽¹⁷⁾	01/29/2016		M			1,256	⁽⁶⁾	⁽¹⁵⁾	Common Stock	1,256	⁽¹⁶⁾	0	D
Restricted Stock	⁽¹⁷⁾	01/29/2016		M			5,593	⁽⁷⁾	⁽¹⁵⁾	Common Stock	5,593	⁽¹⁶⁾	0	D
Restricted Stock	⁽¹⁷⁾	01/29/2016		M			10,091	⁽⁸⁾	⁽¹⁵⁾	Common Stock	10,091	⁽¹⁶⁾	0	D
Restricted Stock	⁽¹⁷⁾	01/29/2016		M			19,224	⁽⁹⁾	⁽¹⁵⁾	Common Stock	19,224	⁽¹⁶⁾	0	D
Restricted Stock	⁽¹⁷⁾	01/29/2016		M			6,047	⁽¹⁰⁾	⁽¹⁵⁾	Common Stock	6,047	⁽¹⁶⁾	0	D
Restricted Stock	⁽¹⁷⁾	01/29/2016		M			12,154	⁽¹¹⁾	⁽¹⁵⁾	Common Stock	12,154	⁽¹⁶⁾	0	D
Restricted Stock	⁽¹⁷⁾	01/29/2016		M			40,169	⁽¹²⁾	⁽¹⁵⁾	Common Stock	40,169	⁽¹⁶⁾	0	D
Restricted Stock Unit	⁽¹⁷⁾	03/07/2016		M			8,333	⁽¹³⁾	⁽¹⁵⁾	Common Stock	8,333	⁽¹⁶⁾	91,667	D
Employee Stock Option (Right to Buy)	$32.46							⁽¹⁴⁾	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. Represents the restricted shares of Envestnet, Inc. common stock that became vested for tax purposes effective January 29, 2016, but remain subject to contractual restrictions (the "January Vested Restricted Shares"). The reporting person was granted 1,883, 6,791, 11,257, 20,783, 7,772, 12, 154 and 40,169 shares respectively of restricted stock on November 19, 2015, of which 100 % of the shares subject to the restricted stock units of each grant vested on January 29, 2016. Such restricted stock awards were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on November 27, 2015.

3. The reporting person is reporting the withholding by Envestnet, Inc. of 43,670 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of the January Vested Restricted Shares on January 29, 2016.

4. Represents the restricted shares of Envestnet, Inc. common stock that became vested for tax purposes effective March 7, 2016, but remain subject to contractual restrictions (the "March Vested Restricted Shares"). The reporting person was granted 100,000 restricted stock units on December 7, 2015 of which one-twelfth of the total amount vested on March 7, 2016. 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.

5. The reporting person is reporting the withholding by Envestnet, Inc. of 4,046 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of March Vested Restricted Shares to the reporting person on March 7, 2016.

6. The reporting person was granted 1,883 shares of restricted stock on November 19, 2015, pursuant to the terms of the Agreement and Plan of Merger dated August 10, 2015 (the "Merger") by and among Issuer, Yale Merger Corp ("Merger Sub") and Yodlee, Inc. ("Yodlee"), Merger Sub merged with and into Yodlee. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.

7. The reporting person was granted 6,791 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.

8. The reporting person was granted 11,257 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.

9. The reporting person was granted 20,783 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.

10. The reporting person was granted 7,772 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.

11. The reporting person was granted 12,154 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.

12. The reporting person was granted 40,169 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.

13. The reporting person was granted 100,000 restricted stock units on December 7, 2015 of which one-twelfth of the total amount vests on each three-month anniversary of the date of grant.

14. 20,000 options were granted to the Reporting Person on December 7, 2015. One-third of the total amount vests on the first annivesary of the applicable date of grant and one-twelfth on each three-month annivesary therafter.

15. Each share of restricted stock represents one share of Envestnet, Inc. Common Stock that remains subject to restrictions until the award becomes vested for all purposes.

16. Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.

17. Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock

	/s/ Shelly O'Brien, by power of attorney for Anil Arora	03/18/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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