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^*

Sisteron Yves

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

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2010

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	08/03/2010		J⁽¹⁾		323,359⁽²⁾⁽³⁾	A	⁽²⁾⁽³⁾	456,193	I	By GRP II Investors, L.P.⁽⁴⁾⁽⁵⁾
Common Stock	08/03/2010		J⁽¹⁾		146,511⁽⁶⁾⁽⁷⁾	A	⁽⁶⁾⁽⁷⁾	212,312	I	By GRP II Partners, L.P.⁽⁴⁾⁽⁵⁾
Common Stock	08/03/2010		J⁽¹⁾		1,135,956⁽⁸⁾⁽⁹⁾	A	⁽⁸⁾⁽⁹⁾	1,619,828	I	By GRPVC, L.P.⁽⁴⁾⁽⁵⁾

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)
Series A Preferred Stock	⁽²⁾⁽³⁾	08/03/2010		C			254,240⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	254,240	⁽²⁾⁽³⁾	0	I	By GRP II Investors, L.P.⁽⁴⁾⁽⁵⁾
Series A Preferred Stock	⁽⁶⁾⁽⁷⁾	08/03/2010		C			125,120⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	125,120	⁽⁶⁾⁽⁷⁾	0	I	By GRP II Partners, L.P⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series A Preferred Stock	⁽⁸⁾⁽⁹⁾	08/03/2010		C			923,040⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	923,040	⁽⁸⁾⁽⁹⁾	0	I	By GRPVC, L.P.⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽²⁾⁽³⁾	08/03/2010		C			32,890⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	32,890	⁽²⁾⁽³⁾	0	I	By GRP II Investors, L.P.⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽⁶⁾⁽⁷⁾	08/03/2010		C			12,334⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	12,334	⁽⁶⁾⁽⁷⁾	0	I	By GRP II Partners, L.P.⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽⁸⁾⁽⁹⁾	08/03/2010		C			94,333⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	94,333	⁽⁸⁾⁽⁹⁾	0	I	By GRPVC, L.P⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽²⁾⁽³⁾	08/03/2010		C			16,097⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	16,097	⁽²⁾⁽³⁾	0	I	By GRP II Investors, L.P.⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽⁶⁾⁽⁷⁾	08/03/2010		C			4,024⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	4,024	⁽⁶⁾⁽⁷⁾	0	I	By GRP II Partners, L.P.⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Series C Preferred Stock	⁽⁸⁾⁽⁹⁾	08/03/2010		C			47,070⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	47,070	⁽⁸⁾⁽⁹⁾	0	I	By GRPVC, L.P.⁽⁴⁾⁽⁵⁾
Common Stock⁽¹⁰⁾	⁽¹⁰⁾	08/03/2010		J⁽¹⁾			20,132⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	20,132	⁽¹⁰⁾	0	I	By GRP II Investors, L.P.⁽⁴⁾⁽⁵⁾
Common Stock⁽¹¹⁾	⁽¹¹⁾	08/03/2010		J⁽¹⁾			5,033⁽¹¹⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	5,033	⁽¹¹⁾	0	I	By GRP II Partners, L.P.⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock⁽¹²⁾	⁽¹²⁾	08/03/2010		J⁽¹⁾			71,513⁽¹²⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	71,513	⁽¹²⁾	0	I	By GRPVC, L.P⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. On August 3, 2010, The EnvestNet Group, Inc. ("ENG") merged with and into the Issuer, with the Issuer being the surviving entity. Pursuant to the merger, all of the shareholders of ENG, including the Reporting Person, exchanged their ENG common shares and preferred shares for shares of the Issuer's Common Stock and all of the Issuer common shares and preferred shares that were held by ENG became part of the Issuer's treasury stock. The shares referred to in this Table I reflect the Reporting Person's acquisition of Issuer Common Stock pursuant to such exchange.

2. Represents shares of the Issuer's Common Stock acquired as a result of the exchange of 20,132 shares of ENG common stock, on August 3, 2010, pursuant to the terms of the merger referred to above. Each share of ENG Common Stock was exchanged for 0.0935 shares of the Issuer's Common Stock. Also represents 254,240 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series A Preferred Stock of the Issuer, 32,890 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series B Preferred Stock of the Issuer and 16,097 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series C Preferred Stock of the Issuer. (Continued in footnote 3).

3. Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series A Preferred Stock converted into 160 shares of the Issuer's Common Stock and each Share of the Issuer's Series B Preferred Stock and Series C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Preferred Stock and the ENG common stock had no expiration date. These numbers reflect the exchange or conversion, as applicable, and do not represent the actual number of shares of Issuer Preferred Stock or ENG common or preferred stock previously beneficially owned by the Reporting Person.

4. 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 Herve 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 5)

5. 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.

6. Represents shares of the Issuer's Common Stock acquired as a result of the exchange of 5,033 shares of ENG common stock, on August 3, 2010, pursuant to the terms of the merger referred to above. Each share of ENG Common Stock was exchanged for 0.0935 shares of the Issuer's Common Stock. Also represents 125,120 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series A Preferred Stock of the Issuer, 12,334 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series B Preferred Stock of the Issuer and 4,024 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series C Preferred Stock of the Issuer. (Continued in footnote 7).

7. Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series A Preferred Stock converted into 160 shares of the Issuer's Common Stock and each Share of the Issuer's Series B Preferred Stock and Series C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Preferred Stock and the ENG common stock had no expiration date. These numbers reflect the exchange or conversion, as applicable, and do not represent the actual number of shares of Issuer Preferred Stock or ENG common or preferred stock previously beneficially owned by the Reporting Person.

8. Represents shares of the Issuer's Common Stock acquired as a result of the excahnge of 71,513 shares of ENG common stock, on August 3, 2010, pursuant to the terms of the merger referred to above. Each share of ENG Common Stock was exchanged for 0.0935 shares of the Issuer's Common Stock. Also represents 923,040 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series A Preferred Stock of the Issuer, 94,333 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series B Preferred Stock of the Issuer and 47,070 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series C Preferred Stock of the Issuer. (Continued in footnote 9).

9. Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series A Preferred Stock converted into 160 shares of the Issuer's Common Stock and each Share of the Issuer's Series B Preferred Stock and Series C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Preferred Stock and the ENG common stock had no expiration date. These numbers reflect the exchange or conversion, as applicable, and do not represent the actual number of shares of Issuer Preferred Stock or ENG common or preferred stock previously beneficially owned by the Reporting Person.

10. Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's beneficial ownership of 20,132 shares of common stock of ENG. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG common stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG common stock previously beneficially owned by the Reporting Person. The ENG common stock had no expiration date.

11. Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's beneficial ownership of 5,033 shares of common stock of ENG. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG common stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG common stock previously beneficially owned by the Reporting Person. The ENG common stock had no expiration date.

12. Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's beneficial ownership of 71,513 shares of common stock of ENG. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG common stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG common stock previously beneficially owned by the Reporting Person. The ENG common stock had no expiration date.

	/s/ Shelly O'Brien, by power of attorney for Yves Sisteron	08/05/2010
	** Signature of Reporting Person	Date
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