-----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, MsJN254fn+OdhQtpM03i4TYkxXC/A5qE3GsICWGrE2If4SWGgE/vousUoB2hUOYR EGHyIsJF40xCo8XDGMzh/w== 0001181431-10-040681.txt : 20100805 0001181431-10-040681.hdr.sgml : 20100805 20100805203721 ACCESSION NUMBER: 0001181431-10-040681 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: Johnson James CENTRAL INDEX KEY: 0001497552 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34835 FILM NUMBER: 10996041 MAIL ADDRESS: STREET 1: 225 WEST WASHINGTON STREET 2: SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60606 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 rrd283046.xml FORM 4 X0303 4 2010-08-03 0 0001337619 ENVESTNET, INC. ENV 0001497552 Johnson James 35 EAST WACKER DRIVE, SUITE 2400 CHICAGO IL 60601 1 0 0 0 Common Stock 2010-08-03 4 J 0 2338 A 1848 D Common Stock 2010-08-03 4 J 0 1113929 A 942346 I By Apex Investment Fund IV, L.P Common Stock 2010-08-03 4 J 0 707215 A 600359 I By Apex Investment Fund V, L.P Common Stock 2010-08-03 4 J 0 33103 A 27897 I By Apex Strategic Partners IV, L.P Series C Preferred Stock 2010-08-03 4 C 0 21466 D Common Stock 21466 0 I By Apex Investment Fund IV, L.P. Series A Preferred Stock 2010-08-03 4 C 0 82560 D Common Stock 82560 0 I By Apex Investment Fund V, L.P. Series B Preferred Stock 2010-08-03 4 C 0 84700 D Common Stock 84700 0 I By Apex Investment Fund V, L.P. Series C Preferred Stock 2010-08-03 4 C 0 25964 D Common Stock 25964 0 I By Apex Investment Fund V, L.P. Common Stock 2010-08-03 4 J 0 2338 D Common Stock 2338 0 D Common Stock 2010-08-03 4 J 0 12592 D Common Stock 12592 0 I By Apex Investment Fund IV, L.P. Common Stock 2010-08-03 4 J 0 156087 D Common Stock 156087 0 I By Apex Investment Fund V, L.P. Common Stock 2010-08-03 4 J 0 381 D Common Stock 381 0 I By Apex Strategic Partners IV, LLC Series A Convertible Redeemable Preferred Stock 2010-08-03 4 J 0 681734 D Common Stock 681734 0 I By Apex Investment Fund IV, L.P. Series A Convertible Redeemable Preferred Stock 2010-08-03 4 J 0 20657 D Common Stock 20657 0 I By Apex Strategic Partners IV, LLC Series B Convertible Redeemable Preferred Stock 2010-08-03 4 J 0 398137 D Common Stock 398137 0 I By Apex Investment Fund IV, L.P. Series B Convertible Redeemable Preferred Stock 2010-08-03 4 J 0 68760 D Common Stock 68760 0 I By Apex Investment Fund V, L.P. Series B Convertible Redeemable Preferred Stock 2010-08-03 4 J 0 12065 D Common Stock 12065 0 I By Apex Strategic Partners IV, LLC Series C-1 Convertible Redeemable Preferred Stock 2010-08-03 4 J 0 144572 D Common Stock 144572 0 I By Apex Investment Fund V, L.P. Series C-2 Convertible Redeemable Preferred Stock 2010-08-03 4 J 0 144572 D Common Stock 144572 0 I By Apex Investment Fund V, L.P. 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 beneficial ownership of 2,338 shares of ENG common 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. The ENG common stock had no expiration date. On July 28, 2010, the Reporting Person agreed to sell 490 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. Represents shares of the Issuer's Common Stock acquired as a result of the Reporting Person's indirect beneficial ownership of 12,592 shares of ENG common stock, 681,734 shares of ENG Series A Convertible Redeemable Preferred Stock and 398,137 shares of ENG Series B 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 21,466 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series C Preferred Stock of the Issuer. (Continued in footnote 5) Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Series C Preferred Stock, the ENG common 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 indirectly owned by the Reporting Person. Mr. Johnson is a Managing Member of Apex Management IV, LLC, which is the sole general partner of Apex Investment Fund IV, L.P. and the Manager of Apex Strategic Partners IV, LLC. Mr. Johnson is also a Member of Apex Management V, LLC, the sole general partner of Apex Investment Fund V, L.P. Mr. Johnson shares voting and dispositive power over the securities held by these funds. Mr. Johnson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein. Represents shares of the Issuer's Common Stock acquired as a result of the Reporting Person's indirect beneficial ownership of 156,087 shares of ENG common stock, 68,760 shares of ENG Series B Convertible Redeemable Preferred Stock, 144,572 shares of ENG Series C-1 Convertible Redeemable Preferred and 144,572 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. (Continued in footnote 8) Also represents 82,560 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's indirect holdings of Series A Preferred Stock of the Issuer, 84,700 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's indirect holdings of Series B Preferred Stock of the Issuer and 25,964 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's indirect holdings of Series C Preferred Stock of the Issuer. (Continued in footnote 9) 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 and each Share of the Issuer's Series B Preferred Stock and Series C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Preferred Stock, the ENG common 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. Represents shares of the Issuer's Common Stock acquired as a result of the Reporting Person's indirect beneficial ownership of 381 shares of ENG common stock, 20,657 shares of ENG Series A Convertible Redeemable Preferred Stock and 12,065 shares of ENG Series B 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. The ENG common 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. 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 2,338 shares of common stock of ENG. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG common 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 common stock previously beneficially owned by the Reporting Person. The ENG common 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 12,592 shares of common stock of ENG. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG common 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 common stock previously beneficially owned by the Reporting Person. The ENG common 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 156,087 shares of common stock of ENG. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG common 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 common stock previously beneficially owned by the Reporting Person. The ENG common 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 381 shares of common stock of ENG. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG common 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 common stock previously beneficially owned by the Reporting Person. The ENG common 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 681,734 shares of ENG Series A Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series A 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 A 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 20,657 shares of ENG Series A Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series A 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 A 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 398,137 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 68,760 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 12,065 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 144,572 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 144,572 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 James Johnson 2010-08-05 -----END PRIVACY-ENHANCED MESSAGE-----