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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PERRY MARK W

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Financial Engines, Inc. [ FNGN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2010

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	03/19/2010		C		3,120,744	A	⁽¹⁾	4,068,257	I	See Note 2⁽²⁾
Common Stock	03/19/2010		J⁽⁴⁾		6,635	A	⁽⁴⁾	4,074,892	I	See Note 2⁽²⁾
Common Stock	03/19/2010		C		33,333	A	⁽¹⁾	624,000	I	See Note 3⁽³⁾
Common Stock	03/19/2010		C		49,093	A	⁽¹⁾	49,093	I	See Note 5⁽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	⁽¹⁾	03/19/2010		C			33,333	⁽¹⁾	⁽¹⁾	Common Stock	33,333	$0⁽¹⁾	0	I	See Note 3⁽³⁾
Series B Preferred Stock	⁽¹⁾	03/19/2010		C			1,157,964	⁽¹⁾	⁽¹⁾	Common Stock	1,157,964	$0⁽¹⁾	0	I	See Note 2⁽²⁾
Series B Preferred Stock	⁽¹⁾	03/19/2010		C			40,069	⁽¹⁾	⁽¹⁾	Common Stock	40,069	$0⁽¹⁾	0	I	See Note 5⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	03/19/2010		C			395,899	⁽¹⁾	⁽¹⁾	Common Stock	395,899	$0⁽¹⁾	0	I	See Note 2⁽²⁾
Series D Preferred Stock	⁽¹⁾	03/19/2010		C			532,426	⁽¹⁾	⁽¹⁾	Common Stock	532,426	$0⁽¹⁾	0	I	See Note 2⁽²⁾
Series D Preferred Stock	⁽¹⁾	03/19/2010		C			9,024	⁽¹⁾	⁽¹⁾	Common Stock	9,024	$0⁽¹⁾	0	I	See Note 5⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	03/19/2010		C			109,026	⁽¹⁾	⁽¹⁾	Common Stock	109,026	$0⁽¹⁾	0	I	See Note 2⁽²⁾
Series F Preferred Stock	⁽¹⁾	03/19/2010		C			925,429	⁽¹⁾	⁽¹⁾	Common Stock	925,429	$0⁽¹⁾	0	I	See Note 2⁽²⁾

Explanation of Responses:

1. Each share of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock automatically converted into the issuer's Common Stock on a one for one basis upon the closing of the issuer's initial public offering on March 19, 2010 and had no expiration date.

2. The Reporting Person is a general partner of NEA Partners VII, Limited Partnership, the sole general partner of New Enterprise Associates VII, Limited Partnership ("New Enterprise Associates VII"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or otherwise of the securities of the issuer held by New Enterprise Associates VII in which the Reporting Person has no pecuniary interest therein.

3. The Reporting Person is a general partner of NEA Partners 9, Limited Partnership, the sole general partner of New Enterprise Associates 9, Limited Partnership ("NEA 9"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act or otherwise of the securities of the issuer held by NEA 9 in which the Reporting Person has no pecuniary interest therein.

4. New Enterprise Associates VII received an additional 6,635 shares of the issuer's Common Stock in connection with the conversion, on a one for one basis, of shares of Series E Preferred Stock.

5. The Reporting Person is a general partner of NEA General Partners, L.P., the sole general partner of NEA Presidents' Fund, L.P. ("NEA Presidents' Fund"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act or otherwise of the securities of the issuer held by NEA Presidents' Fund in which the Reporting Person has no pecuniary interest therein.

	/s/ Shawn Conway, attorney-in-fact	03/23/2010
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.