-----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, RU88WDDcMIaHfKwhiqMsX0CPdAcyNchCNXlTZg1B3ZbnKWxkGi043FPfSBo2ZC0P gQJpuRQh8MIpKmkyBjWV8Q== 0001181431-10-040693.txt : 20100805 0001181431-10-040693.hdr.sgml : 20100805 20100805211014 ACCESSION NUMBER: 0001181431-10-040693 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: Sisteron Yves CENTRAL INDEX KEY: 0001414035 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34835 FILM NUMBER: 10996115 MAIL ADDRESS: STREET 1: 1135 ARBOR DRIVE CITY: ROMEOVILLE STATE: IL ZIP: 60446 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 rrd283045.xml FORM 4 X0303 4 2010-08-03 0 0001337619 ENVESTNET, INC. ENV 0001414035 Sisteron Yves 35 EAST WACKER DRIVE SUITE 2400 CHICAGO IL 60601 1 0 1 0 Common Stock 2010-08-03 4 J 0 323359 A 456193 I By GRP II Investors, L.P. Common Stock 2010-08-03 4 J 0 146511 A 212312 I By GRP II Partners, L.P. Common Stock 2010-08-03 4 J 0 1135956 A 1619828 I By GRPVC, L.P. Series A Preferred Stock 2010-08-03 4 C 0 254240 D Common Stock 254240 0 I By GRP II Investors, L.P. Series A Preferred Stock 2010-08-03 4 C 0 125120 D Common Stock 125120 0 I By GRP II Partners, L.P Series A Preferred Stock 2010-08-03 4 C 0 923040 D Common Stock 923040 0 I By GRPVC, L.P. Series B Preferred Stock 2010-08-03 4 C 0 32890 D Common Stock 32890 0 I By GRP II Investors, L.P. Series B Preferred Stock 2010-08-03 4 C 0 12334 D Common Stock 12334 0 I By GRP II Partners, L.P. Series B Preferred Stock 2010-08-03 4 C 0 94333 D Common Stock 94333 0 I By GRPVC, L.P Series C Preferred Stock 2010-08-03 4 C 0 16097 D Common Stock 16097 0 I By GRP II Investors, L.P. Series C Preferred Stock 2010-08-03 4 C 0 4024 D Common Stock 4024 0 I By GRP II Partners, L.P. Series C Preferred Stock 2010-08-03 4 C 0 47070 D Common Stock 47070 0 I By GRPVC, L.P. Common Stock 2010-08-03 4 J 0 20132 D Common Stock 20132 0 I By GRP II Investors, L.P. Common Stock 2010-08-03 4 J 0 5033 D Common Stock 5033 0 I By GRP II Partners, L.P. Common Stock 2010-08-03 4 J 0 71513 D Common Stock 71513 0 I By GRPVC, 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. The shares referred to in this Table I reflect the Reporting Person's acquisition of Issuer Common Stock pursuant to such exchange. Represents shares of the Issuer's Common Stock acquired as a result of the exchange of 20,132 shares of ENG common stock, on August 3, 2010, pursuant to the terms of the merger referred to above. Each share of ENG Common Stock was exchanged for 0.0935 shares of the Issuer's Common Stock. Also represents 254,240 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, 32,890 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series B Preferred Stock of the Issuer and 16,097 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 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 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 and the ENG common 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. GRPVC, L.P. is the general partner of GRP II Partners, L.P. GRP Management Services Corporation is the general partner of each of GRPVC, L.P. and GRP II Investors, L.P. Mr. Sisteron, together with Steven Dietz and Brian McLoughlin, is an officer of GRP Management Services Corporation. Mr. Sisteron, together with Herve Defforey, Steven Dietz, Brian McLoughlin and Mark Suster, is a member of the investment committee of GRP II Partners, L.P. Pursuant to contractual arrangements, GRP II Investors, L.P. has granted GRP Management Services Corporation the authority to vote and dispose of the shares held by it in the same manner as the investment committee votes or disposes of the shares held by GRP II Partners, L.P. (Continued to footnote 5) While Mr. Sisteron may be deemed to possess indirect beneficial ownership of the shares owned by GRPVC, L.P., GRP II Partners, L.P. and GRP II Investors, L.P., he does not have sole voting or investment power with respect to such shares and, as a result, disclaims beneficial ownership of any and all such shares except to the extent of his pecuniary interests therein. Represents shares of the Issuer's Common Stock acquired as a result of the exchange of 5,033 shares of ENG common stock, on August 3, 2010, pursuant to the terms of the merger referred to above. Each share of ENG Common Stock was exchanged for 0.0935 shares of the Issuer's Common Stock. Also represents 125,120 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, 12,334 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series B Preferred Stock of the Issuer and 4,024 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 7). 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 and the ENG common 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 excahnge of 71,513 shares of ENG common stock, on August 3, 2010, pursuant to the terms of the merger referred to above. Each share of ENG Common Stock was exchanged for 0.0935 shares of the Issuer's Common Stock. Also represents 923,040 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, 94,333 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series B Preferred Stock of the Issuer and 47,070 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 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 and the ENG common 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 beneficial ownership of 20,132 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 beneficial ownership of 5,033 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 beneficial ownership of 71,513 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. /s/ Shelly O'Brien, by power of attorney for Yves Sisteron 2010-08-05 -----END PRIVACY-ENHANCED MESSAGE-----