-----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, VvD7Ee2IJuCEteHKHcFEjbTW+BfEkfvYe8ct+pmIRm0+wL5yZ4O/2RzRVBJ1KI+W ZeDnFEZji/nOBgY0S6OWFg== 0001181431-10-040696.txt : 20100805 0001181431-10-040696.hdr.sgml : 20100805 20100805213129 ACCESSION NUMBER: 0001181431-10-040696 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100803 FILED AS OF DATE: 20100805 DATE AS OF CHANGE: 20100805 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRP II Investors, L.P. CENTRAL INDEX KEY: 0001415898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34835 FILM NUMBER: 10996143 BUSINESS ADDRESS: STREET 1: CREDIT SUISSE STREET 2: ELEVEN MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 908-598-6863 MAIL ADDRESS: STREET 1: CREDIT SUISSE STREET 2: ELEVEN MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRP II Partners, L.P. CENTRAL INDEX KEY: 0001415899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34835 FILM NUMBER: 10996142 BUSINESS ADDRESS: STREET 1: GRPARTNERS STREET 2: 2121 AVENUE OF THE STARS - 31ST FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: GRPARTNERS STREET 2: 2121 AVENUE OF THE STARS - 31ST FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AOS Partners, LP CENTRAL INDEX KEY: 0001479268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34835 FILM NUMBER: 10996144 BUSINESS ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, 31ST FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, 31ST FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GRPVC, L.P. CENTRAL INDEX KEY: 0001494603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34835 FILM NUMBER: 10996141 BUSINESS ADDRESS: STREET 1: C/O GRP PARTNERS STREET 2: 2121 AVENUE OF THE STARS SUITE 1630 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: C/O GRP PARTNERS STREET 2: 2121 AVENUE OF THE STARS SUITE 1630 CITY: LOS ANGELES STATE: CA ZIP: 90067 4 1 rrd283182.xml FORM 4 X0303 4 2010-08-03 0 0001337619 ENVESTNET, INC. ENV 0001479268 AOS Partners, LP 35 EAST WACKER DRIVE, SUITE 2400 CHICAGO IL 60601 0 0 1 0 0001415898 GRP II Investors, L.P. 35 EAST WACKER DRIVE SUITE 2400 CHICAGO IL 60601 0 0 1 0 0001415899 GRP II Partners, L.P. 35 EAST WACKER DRIVE SUITE 2400 CHICAGO IL 60601 0 0 1 0 0001494603 GRPVC, L.P. 35 EAST WACKER DRIVE SUITE 2400 CHICAGO IL 60601 0 0 1 0 Common Stock 2010-08-03 4 J 0 4824008 A 6903651 D Series A Preferred Stock 2010-08-03 4 C 0 3960000 D Common Stock 3960000 0 D Series B Preferred Stock 2010-08-03 4 C 0 411130 D Common Stock 411130 0 D Series C Preferred Stock 2010-08-03 4 C 0 201219 D Common Stock 201219 0 D Common Stock 2010-08-03 4 J 0 251659 D Common Stock 251659 0 D 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 the Reporting Person 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 by AOS Partners, LP, GRPVC, LP, GRP II Investors, LP and GRP II Partners LP as a result of the merger of ENG with and into the Issuer. Represents 2,657,600 shares of the Issuer's Common Stock acquired as a result of the conversion of the AOS Partners, LP's holdings of Series A Preferred Stock of the Issuer, 923,040 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRPVC, LP's holdings of Series A Preferred Stock of the Issuer, 254,240 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Investors, LP's holdings of Series A Preferred Stock of the Issuer, and 125,120 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Partners, LP's holdings of Series A Preferred Stock of the Issuer. (Continued in Footnote 4) 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 had no expiration date. These numbers reflect the conversion and do not represent the actual number of shares of Issuer Preferred Stock previously beneficially owned by the Reporting Person. Represents 271,573 shares of the Issuer's Common Stock acquired as a result of the conversion of the AOS Partners, LP's holdings of Series B Preferred Stock of the Issuer, 94,333 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRPVC, LP's holdings of Series B Preferred Stock of the Issuer, 32,890 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Investors, LP's holdings of Series A Preferred Stock of the Issuer, and 12,334 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Partners, LP's holdings of Series B Preferred Stock of the Issuer. (Continued Footnote 6) Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series B Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Preferred Stock had no expiration date. These numbers reflect the conversion and do not represent the actual number of shares of Issuer Preferred Stock previously beneficially owned by the Reporting Person. Represents 134,028 shares of the Issuer's Common Stock acquired as a result of the conversion of the AOS Partners, LP's holdings of Series C Preferred Stock of the Issuer, 47,070 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRPVC, LP's holdings of Series C Preferred Stock of the Issuer, 16,097 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Investors, LP's holdings of Series C Preferred Stock of the Issuer, and 4,024 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Partners, LP's holdings of Series C Preferred Stock of the Issuer. (Continued Footnote 8) 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 Preferred Stock had no expiration date. These numbers reflect the conversion and do not represent the actual number of shares of Issuer Preferred Stock previously beneficially owned by the Reporting Person. Represents 154,981 shares of the Issuer's Common Stock acquired as a result of the exchange of the AOS Partners, LP's holdings of ENG Common Stock, 71,513 shares of the Issuer's Common Stock acquired as a result of the exchange of the GRPVC, LP's holdings of ENG Common Stock, 20,132 shares of the Issuer's Common Stock acquired as a result of the exchange of the GRP II Investors, LP's holdings of ENG Common Stock, and 5,033 shares of the Issuer's Common Stock acquired as a result of the exchange of the GRP II Partners, LP's holdings of ENG Common Stock. (Continued Footnote 10) Effective upon the closing of the Issuer's initial public offering, each share of ENG common stock was exchanged for 0.0935 shares of the Issuer's Common Stock. These number reflect that exchange and do not represent the actual number of shares of ENG common stock previously beneficially owned by AOS Partners, LP, GRPVC, LP, GRP II Investors, LP and GRP II Partners LP. The ENG common stock had no expiration date. /s/ Shelly O'Brien, by power of attorney for AOS Partners, L.P. 2010-08-05 /s/ Shelly O'Brien, by power of attorney for GRP II Investors, L.P. 2010-08-05 /s/ Shelly O'Brien, by power of attorney for GRP II Partners, L.P. 2010-08-05 /s/ Shelly O'Brien, by power of attorney for GRPVC, L.P. 2010-08-05 -----END PRIVACY-ENHANCED MESSAGE-----