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^*

KRAMLICH C RICHARD

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2010

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	11/16/2010		J⁽¹⁾		2,721,129	D	$0	87,719	I	See Note 2⁽²⁾
Common Stock	11/16/2010		J⁽³⁾		64,822	A	$0	64,822	I	See Note 4⁽⁴⁾
Common Stock	11/16/2010		J⁽⁵⁾		49,093	D	$0	0	I	See Note 6⁽⁶⁾
Common Stock	11/16/2010		J⁽⁷⁾		49	A	$0	64,871	I	See Note 8⁽⁸⁾
Common Stock								624,000	I	See Note 9⁽⁹⁾

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)

Explanation of Responses:

1. New Enterprise Associates VII, Limited Partnership ("NEA VII") made a pro rata distribution for no consideration of an aggregate of 2,721,129 shares of common stock of the Issuer to its general partner and its limited partners on November 16, 2010.

2. This statement is being filed by the Reporting Person with respect to shares of the common stock of the Issuer held of record by NEA VII. The Reporting Person is a director of the Issuer and a general partner of NEA Partners VII, Limited Partnership, ("NEA Partners VII") the sole general partner of NEA VII. 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 NEA VII in which the Reporting Person has no pecuniary interest.

3. NEA Partners VII received 699,996 shares of the Issuer in the distribution by NEA VII. NEA Partners VII made a pro rata distribution for no consideration of the 699,996 shares of the Issuer to its limited partners on November 16, 2010. The Kramlich Living Trust u/a/d 6/1/94 (the "Kramlich Living Trust") is a limited partner of NEA Partners VII and received 64,822 shares in the distribution.

4. The securities are directly held by the Kramlich Living Trust. The Reporting Person is a co-trustee with Pamela P. Kramlich of the Kramlich Living Trust. Following the transactions reported herein the Kramlich Living Trust owns 64,871 shares of the Issuer. 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 the Kramlich Living Trust in which the Reporting Person has no pecuniary interest.

5. NEA Presidents' Fund, L.P. ("NEA Presidents' Fund") made a pro rata distribution for no consideration of an aggregate of 49,093 shares of common stock of the Issuer to its general partner and its limited partners on November 16, 2010.

6. This statement is being filed by the Reporting Person with respect to shares of the common stock of the Issuer held of record by NEA Presidents' Fund. The Reporting Person is a director of the Issuer and a general partner of NEA General Partners, L.P., ("NEA General Partners") the sole general partner of NEA Presidents' Fund. 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.

7. NEA General Partners received 488 shares of the Issuer in the distribution by NEA Presidents' Fund. NEA General Partners made a pro rata distribution for no consideration of the 488 shares of the Issuer to its limited partners on November 16, 2010. The Kramlich Living Trust is a limited partner of NEA General Partners and received 49 shares in the distribution.

8. The securities are directly held by the Kramlich Living Trust. The Reporting Person is a co-trustee with Pamela P. Kramlich of the Kramlich Living Trust. Following the transactions reported herein the Kramlich Living Trust owns 64,871 shares of the Issuer. 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 the Kramlich Living Trust in which the Reporting Person has no pecuniary interest.

9. The securities are directly held by New Enterprise Associates 9, Limited Partnership ("NEA 9"). The Reporting Person is a director of the Issuer and a general partner of NEA Partners 9, Limited Partnership, the sole general partner of NEA 9. 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.

	/s/ Louis S. Citron, attorney-in-fact	11/18/2010
	** 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.