-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PkEJlK+WQWA7wB+ErP+MEYwjmBlatGuT62LfmGyNtq9HpQTwSmO8crPTfDtB3+qM hOjKx2uYLa1LcznD36u+9w== 0001181431-10-040700.txt : 20100805 0001181431-10-040700.hdr.sgml : 20100805 20100805213921 ACCESSION NUMBER: 0001181431-10-040700 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100803 FILED AS OF DATE: 20100805 DATE AS OF CHANGE: 20100805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHAPIN ROSS K CENTRAL INDEX KEY: 0001186593 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34835 FILM NUMBER: 10996156 MAIL ADDRESS: STREET 1: C/O PHOTOWORKS INC STREET 2: 1260 16TH AVE W CITY: SEATTLE STATE: WA ZIP: 98119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENVESTNET, INC. CENTRAL INDEX KEY: 0001337619 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 201409613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 35 E WACKER DR STE 2400 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312-827-2800 MAIL ADDRESS: STREET 1: 35 E WACKER DR STE 2400 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: ENVESTNET ASSET MANAGEMENT GROUP INC DATE OF NAME CHANGE: 20050831 4 1 rrd283052.xml FORM 4 X0303 4 2010-08-03 0 0001337619 ENVESTNET, INC. ENV 0001186593 CHAPIN ROSS K 35 EAST WACKER DRIVE, SUITE 2400 CHICAGO IL 60601 1 0 0 0 Common Stock 2010-08-03 4 J 0 1139613 D 1067917 I By The Tahoma Fund, LLC Series A Preferred Stock 2010-08-03 4 C 0 72000 D Common Stock 72000 0 I By The Tahoma Fund, LLC Series B Convertible Redeemable Preferred Stock 2010-08-03 4 C 0 773967 D Common Stock 773967 0 I By The Tahoma Fund, LLC Series C-1 Convertible Redeemable Preferred Stock 2010-08-03 4 C 0 146823 D Common Stock 146823 0 I By The Tahoma Fund, LLC Series C-2 Convertible Redeemable Preferred Stock 2010-08-03 4 C 0 146823 D Common Stock 146823 0 I By The Tahoma Fund, LLC 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. In addition, 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. Represents shares of the Issuer's Common Stock acquired as a result of the Reporting Person's indirect beneficial ownership of 773,967 shares of ENG Series B Convertible Redeemable Preferred Stock, 146,823 shares of ENG Series C-1 Convertible Redeemable Preferred and 146,823 shares of ENG Series C-2 Convertible Redeemable Preferred Stock which, on August 3, 2010, pursuant to the terms of the merger referred to above, were exchanged for 0.0935 shares of the Issuer's Common Stock. Also represents 72,000 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. (Continued in Footnote 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. The Issuer's Preferred Stock and the ENG preferred 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. On July 28, 2010, the Reporting Person reported selling 71,696 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering, which the Reporting Person acquired on August 3, 2010 as described in footnote 2. Ross Chapin is a Managing Member of Orca Bay Partners, L.L.C., which is the Managing Member of The Tahoma Fund, L.L.C. Mr. Chapin shares voting and dispositive power over the shares held by The Tahoma Fund, L.L.C. with Mel Wheaton and Stanley McCammon. Messrs. Chapin, Wheaton and McCammon disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. On August 3, 2010, each share of the Issuer's Series A Preferred Stock automatically converted into 160 shares of the Issuer's Common Stock. As noted in footnote (1), the Reporting Person merged with and into the Issuer and, pursuant to the merger, the shareholders of the Reporting Person exchanged their Reporting Person common shares and preferred shares for shares of the Issuer's common stock, including the officers, directors and entities associated with 10% stockholders of the issuer referred to above. On August 3, 2010, each share of the Issuer's Series A Preferred Stock automatically converted into 160 shares of the Issuer's Common Stock. This number reflects that conversion and does not represent the actual number of shares of Issuer's Series A Preferred Stock previously owned by the Reporting Person. 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 indirect beneficial ownership of 773,967 shares of ENG Series B Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series B Convertible Redeemable Preferred 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 Series B Convertible Redeemable Preferred Stock previously beneficially owned by the Reporting Person. The ENG preferred stock had no expiration date. 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 indirect beneficial ownership of 146,823 shares of ENG Series C-1 Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series C-1 Convertible Redeemable Preferred 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 Series C-1 Convertible Redeemable Preferred Stock previously beneficially owned by the Reporting Person. The ENG preferred stock had no expiration date. 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 indirect beneficial ownership of 146,823 shares of ENG Series C-2 Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series C-2 Convertible Redeemable Preferred 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 Series C-2 Convertible Redeemable Preferred Stock previously beneficially owned by the Reporting Person. The ENG preferred stock had no expiration date. /s/ Shelly O'Brien, by power of attorney for Ross Chapin 2010-08-05 -----END PRIVACY-ENHANCED MESSAGE-----