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^*

Sisteron Yves

(Last)

(First)

(Middle)

35 EAST WACKER DRIVE

SUITE 2400

(Street)

CHICAGO

60601

(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	X	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	178,048	I	By GRP II Investors, L.P.⁽¹⁾⁽²⁾
Common Stock	86,844	I	By GRP II Partners, L.P.⁽¹⁾⁽²⁾
Common Stock	644,417	I	By GRPVC, L.P.⁽¹⁾⁽²⁾

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	⁽³⁾	⁽³⁾	Common Stock	254,240	⁽³⁾	I	By GRP II Investors, L.P.⁽¹⁾⁽²⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	125,120	⁽³⁾	I	By GRP II Partners, L.P.⁽¹⁾⁽²⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	923,040	⁽³⁾	I	By GRPVC, L.P.⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	32,890	⁽³⁾	I	By GRP II Investors, L.P.⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	12,334	⁽³⁾	I	By GRP II Partners, L.P.⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	94,333	⁽³⁾	I	By GRPVC, L.P.⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	16,097	⁽³⁾	I	By GRP II Investors, L.P.⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	4,024	⁽³⁾	I	By GRP II Partners, L.P.⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	47,070	⁽³⁾	I	By GRPVC, L.P.⁽¹⁾⁽²⁾
Common Stock⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	20,134	⁽⁴⁾	I	By GRP II Investors, L.P.⁽¹⁾⁽²⁾
Common Stock⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	5,033	⁽⁵⁾	I	By GRP II Partners, L.P.⁽¹⁾⁽²⁾
Common Stock⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	71,518	⁽⁶⁾	I	By GRPVC, L.P.⁽¹⁾⁽²⁾

Explanation of Responses:

1. GRPVC, L.P. is the general partner of GRP II Partners, L.P. GRP Management Services Corporation is the general partner of each of GRPVC, L.P. and GRP II Investors, L.P. Mr. Sisteron, together with Steven Dietz and Brian McLoughlin, is an officer of GRP Management Services Corporation. Mr. Sisteron, together with Herv?? Defforey, Steven Dietz, Brian McLoughlin and Mark Suster, is a member of the investment committee of GRP II Partners, L.P. Pursuant to contractual arrangements, GRP II Investors, L.P. has granted GRP Management Services Corporation the authority to vote and dispose of the shares held by it in the same manner as the investment committee votes or disposes of the shares held by GRP II Partners, L.P. (Continued to footnote 2)

2. While Mr. Sisteron may be deemed to possess indirect beneficial ownership of the shares owned by GRPVC, L.P., GRP II Partners, L.P. and GRP II Investors, L.P., he does not have sole voting or investment power with respect to such shares and, as a result, disclaims beneficial ownership of any and all such shares except to the extent of his pecuniary interests therein.

3. 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.

4. Represents an interest in the number of shares of the issuer's Common Stock indicated in Part II, Item 3 as a result of the Reporting Person's beneficial ownership of 20,195 shares of common stock of The EnvestNet Group, Inc. ("ENG"), the issuer's 40.9% shareholder. Upon the consummation of the issuer's initial public offering, ENG will merge with and into the issuer. Each share of ENG common stock will automatically convert into 0.0935 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering.

5. Represents an interest in the number of shares of the issuer's Common Stock indicated in Part II, Item 3 as a result of the Reporting Person's beneficial ownership of 5,048 shares of common stock of ENG. Upon the consummation of the issuer's initial public offering, ENG will merge with and into the issuer. Each share of ENG common stock will automatically convert into 0.0935 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering.

6. Represents an interest in the number of shares of the issuer's Common Stock indicated in Part II, Item 3 as a result of the Reporting Person's beneficial ownership of 71,734 shares of common stock of ENG. Upon the consummation of the issuer's initial public offering, ENG will merge with and into the issuer. Each share of ENG common stock will automatically convert into 0.0935 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering.

	/s/ Shelly O'Brien, by power of attorney for Yves Sisteron	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).
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