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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ENVESTNET, INC. [ ENV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/29/2017 | M(9) | 53 | A | (9) | 1,782 | D | |||
Common Stock | 10,901 | I | See Footnote(1) | |||||||
Common Stock | 3,165 | I | By Tiburon Strategic Advisors, LLC(7) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Director Stock Option (Right to Buy) | $12.45 | 02/28/2013(2) | 02/28/2022 | Common Stock | 2,334 | 2,334 | I | See Footnote(1) | |||||||
Director Stock Option (Right to Buy) | $15.34 | 02/28/2014(2) | 02/28/2023 | Common Stock | 8,116 | 8,116 | I | See Footnote(1) | |||||||
Director Stock Option (Right to Buy) | $41.84 | 02/28/2015(2) | 02/28/2024 | Common Stock | 3,506 | 3,506 | I | See Footnote(1) | |||||||
Director Stock Option (Right to Buy) | $55.29 | 03/02/2016(2) | 03/02/2025 | Common Stock | 2,913 | 2,913 | I | See Footnote(1) | |||||||
Director Stock Option (Right to Buy) | $20.51 | 02/28/2017(2) | 02/28/2026 | Common Stock | 5,655 | 5,655 | I | See Footnote(1) | |||||||
Director Stock Option (Right to Buy) | $31.7 | 03/28/2018(8) | 03/28/2027 | Common Stock | 2,416(4) | 2,416 | I | See Footnote(1) | |||||||
Restricted Stock Units | (3) | 08/29/2017 | M | 53 | (5) | 02/28/2019 | Common Stock | 53 | (4) | 322 | D | ||||
Restricted Stock Units | (3) | (6) | 02/28/2018 | Common Stock | 1,463(4) | 1,463 | D | ||||||||
Restricted Stock Units | (3) | (5) | 03/28/2020 | Common Stock | 2,208(4) | 2,208 | D |
Explanation of Responses: |
1. Represents shares held by a trust in which Mr. Roame is the trustee. |
2. This option grant vests over a 4 year period; one-fourth of the total amount vests on each anniversary of the date of grant. |
3. Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock. |
4. Each restricted stock unit represents the contingent right to receive one share of common stock upon the vesting of the unit. |
5. These restricted stock unit vests over a 3-year period; one-third of the total amount vests on the first anniversary of the date of the grant of restricted stock units and then one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter. |
6. These restricted stock unit vests over a 2-year period; 40% of the total amount vests on the date of the grant and then 30% of the total amount vests on each anniversary of the date of the grant thereafter. |
7. Mr. Roame is Managing Partner of Tiburon Strategic Advisors, LLC ("Tiburon"). As Managing Partner of Tiburon, Mr. Roame may be deemed to have voting and investment power over the shares owned by Tiburon. Mr. Roame disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
8. This option grant vests over a 3year 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. |
9. Represents the issuance of Envestnet, Inc. common stock upon the vesting of restricted stock units effective August 29, 2017. Restricted stock units convert into common stock on a one-for-one basis. The reporting person was granted 641 stock units on February 29, 2016 of which one-third of the total amount vested on February 28, 2017 (the first anniversary of the date of grant) and then one-twelfth of the total amount vests on each three-month anniversary. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2016. |
/s/ Shelly O'Brien, by power of attorney for Charles Roame | 08/31/2017 | |
** 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. |