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^*

KOONTZ PAUL G

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK

94025

(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)
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⁽⁵⁾		26,965	D	⁽⁵⁾	0	I	By GRP Management Services Corp., trustee Foundation Capital III Principals, LLC⁽¹⁾
Common Stock	08/03/2010		J⁽⁵⁾		231,371	D	⁽⁵⁾	0	I	By GRP Management Services Corp., trustee Foundation Capital III, L.P.⁽¹⁾
Common Stock	08/03/2010		J⁽⁵⁾		679,654	D	⁽⁵⁾	0	I	By GRP Management Services Corp., trustee Foundation Capital Leadership Fund, L.P.⁽¹⁾
Common Stock	08/03/2010		J⁽⁵⁾		18,124	D	⁽⁵⁾	0	I	By GRP Management Services Corp., trustee Foundation Capital Leadership Principals Fund, LLC⁽¹⁾
Common Stock	08/03/2010		C⁽¹⁾		172,917⁽²⁾	A	⁽²⁾	304,342	I	By Foundation Capital III, L.P.⁽³⁾
Common Stock	08/03/2010		C⁽¹⁾		884,051⁽⁴⁾	A	⁽⁴⁾	1,448,895	I	By Foundation Capital III Principals, LLC⁽³⁾
Common Stock	08/03/2010		J⁽⁵⁾		679,654⁽⁶⁾	A	⁽⁵⁾	687,813	I	By Foundation Capital Leadership Fund, LLC
Common Stock	08/03/2010		J⁽⁵⁾		18,124⁽⁶⁾	A	⁽⁵⁾	18,340	I	By Foundation Capital Leadership Principals Fund, LLC

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⁾	08/03/2010		C			138,080⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	138,080	⁽²⁾	0	I	By Foundation Capital III Principals, LLC⁽³⁾
Series C Preferred Stock	⁽²⁾	08/03/2010		C			7,872⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	7,872	⁽²⁾	0	I	By Foundation Capital III Principals, LLC⁽³⁾
Series A Preferred Stock	⁽⁴⁾	08/03/2010		C			585,120⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	585,120	⁽⁴⁾	0	I	By Foundation Capital III L.P.⁽³⁾
Series C Preferred Stock	⁽⁴⁾	08/03/2010		C			67,560⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	67,560	⁽⁴⁾	0	I	By Foundation Capital III L.P.⁽³⁾

Explanation of Responses:

1. Pursuant to their terms, each series of the Issuer's outstanding preferred stock converted into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering.

2. Represents 26,965 shares of the Issuer's Common Stock, acquired upon the termination of the voting trust with GRP Management Services Corp. Also, represents 138,080 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's indirect beneficial ownership of Series A Preferred Stock of the Issuer and 7,872 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. 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 C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Series A Preferred Stock and Series C Preferred Stock had no expiration date.

3. Paul Koontz is a Manager of (a) Foundation Capital Management Co. III, LLC ("FC3M"), which serves as the sole general partner of Foundation Capital III, L.P. ("FC3") and Foundation Capital Leadership Fund, L.P. ("FCL") and (b) FC Leadership Management Co., LLC ("FCLM"), which serves as the sole general partner of FCL and FCLP. FC3M exercises sole voting and investment power over the shares owned by FC3 and Foundation Capital III Principals, LLC ("FC3P") and FCLM exercises sole voting and investment power over the shares owned by FCL and FCLP. As a Manager of FC3M and FCLM, Mr. Koontz may be deemed to share voting and investment power over the shares owned by FC3, FC3P, FCL and FCLP. Mr. Koontz disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

4. Represents 231,371 shares of the Issuer's Common Stock acquired upon the termination of the voting trust with GRP Management Services Corp. Also, represents 585,120 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's indirect beneficial ownership of Series A Preferred Stock of the Issuer and 67,560 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. 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 C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Series A Preferred Stock and Series C Preferred Stock had no expiration date.

5. Upon the consummation of the Issuer's initial public offering, the voting trust with GRP Management Services Corp. terminated and all shares of Common Stock held in trust by GRP Management Services Corp. reverted to Foundation Capital III Principals, LLC, Foundation Capital III, L.P., Foundation Capital Leadership Fund, L.P. and Foundation Capital Leadership Principals Fund, LLC. Accordingly, no price is attributable to such shares of Common Stock.

6. Represents shares of the Issuer's Common Stock acquired upon the termination of the voting trust with GRP Management Services Corp.

	/s/ Shelly O'Brien, by power of attorney for Paul Koontz	08/05/2010
	** 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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** 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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