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^*

DePina Stuart

(Last)

(First)

(Middle)

35 E. WACKER DRIVE

SUITE 2400

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2019

3. Issuer Name and Ticker or Trading Symbol
ENVESTNET, INC. [ ENV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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	56,333⁽¹⁾	D

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)
Employee Stock Option (Right to Buy)	03/28/2018⁽²⁾	03/28/2027	Common Stock	3,750	$31.7	D
Employee Stock Option (Right to Buy)	02/28/2017⁽³⁾	02/28/2026	Common Stock	1,618	$20.51	D
Employee Stock Option (Right to Buy)	02/27/2016⁽⁴⁾	02/27/2025	Common Stock	9,000	$53.88	D

Explanation of Responses:

1. Includes 33,407 unvested restricted stock units ("RSUs") that convert into common stock on a one-for-one basis. Of these unvested RSUs: (i) 7,500 RSUs were granted on August 2, 2016 as part of a total grant of 45,000 RSUs; (ii) 4,690 RSUs were granted on March 28, 2017 as part of a total grant of 11,250 RSUs; and (iii) 9,334 were granted on February 28, 2018 as part of a total grant of 14,000 RSUs. For each such tranche of unvested RSUs, one-twelfth of the total amount originally granted will vest on each three-month anniversary of the date of grant. In addition, 11,883 of these unvested RSUs were granted on February 28, 2019; one-third of such total amount vests on the first anniversary of the date of the grant of RSUs and then one-twelfth of such total amount vests on each three-month anniversary of the date of grant thereafter.

2. This option grant vests over a 3 year period; one-third of the total amount vests on the first anniversary of the date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter.

3. This option grant vested over a 3 year period; one-third of the total amount vested on the first anniversary of the date of grant and one-twelfth of the total amount vested on each three-month anniversary of the date of grant thereafter.

4. This option grant vested over a 3 year period; one-third of the total amount vested on each anniversary of the date of grant.

Remarks:

Stuart DePina assumed the role of Chief Executive of Envestnet Data & Analytics, which includes Envestnet Yodlee, effective March 1, 2019.

	/s/ Shelly O'Brien, by Power-of-Attorney for Stuart DePina	03/08/2019
	** 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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