0001209191-18-043647.txt : 20180723
0001209191-18-043647.hdr.sgml : 20180723
20180723185259
ACCESSION NUMBER: 0001209191-18-043647
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180719
FILED AS OF DATE: 20180723
DATE AS OF CHANGE: 20180723
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: O'Donnell Kelly
CENTRAL INDEX KEY: 0001569409
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34636
FILM NUMBER: 18965350
BUSINESS ADDRESS:
BUSINESS PHONE: 408-498-6000
MAIL ADDRESS:
STREET 1: 1050 ENTERPRISE WAY
STREET 2: 3RD FLOOR
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
FORMER NAME:
FORMER CONFORMED NAME: O Donnell Kelly
DATE OF NAME CHANGE: 20130211
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Financial Engines, Inc.
CENTRAL INDEX KEY: 0001430592
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 943250323
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1050 ENTERPRISE WAY, 3RD FL
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
BUSINESS PHONE: 408-498-6000
MAIL ADDRESS:
STREET 1: 1050 ENTERPRISE WAY, 3RD FL
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-07-19
1
0001430592
Financial Engines, Inc.
FNGN
0001569409
O'Donnell Kelly
1050 ENTERPRISE WAY
3RD FLOOR
SUNNYVALE
CA
94089
0
1
0
0
EVP, CAO & CRO
Common Stock
2018-07-19
4
D
0
29284
45.00
D
0
D
Restricted Stock Units
0.00
2018-07-19
4
D
0
3341
0.00
D
Common Stock
3341
0
D
Restricted Stock Units
0.00
2018-07-19
4
D
0
13218
0.00
D
Common Stock
13218
0
D
Restricted Stock Units
0.00
2018-07-19
4
D
0
12699
0.00
D
Common Stock
12699
0
D
Restricted Stock Units
0.00
2018-07-19
4
D
0
19855
0.00
D
Common Stock
19855
0
D
Employee Stock Option (Right to Buy)
33.85
2018-07-19
4
D
0
16304
0.00
D
Common Stock
16304
0
D
Employee Stock Option (Right to Buy)
40.70
2018-07-19
4
D
0
1260
0.00
D
Common Stock
1260
0
D
Employee Stock Option (Right to Buy)
55.96
2018-07-19
4
D
0
16950
0.00
D
Common Stock
16950
0
D
Employee Stock Option (Right to Buy)
31.43
2018-07-19
4
D
0
66780
0.00
D
Common Stock
66780
0
D
Employee Stock Option (Right to Buy)
26.43
2018-07-19
4
D
0
62641
0.00
D
Common Stock
62641
0
D
Employee Stock Option (Right to Buy)
44.30
2018-07-19
4
D
0
45158
0.00
D
Common Stock
45158
0
D
Employee Stock Option (Right to Buy)
34.40
2018-07-19
4
D
0
56174
0.00
D
Common Stock
56174
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of
April 29, 2018, by and among Financial Engines, Inc. (the "Company"), Edelman Financial, L.P., (the "Parent"), and Flashdance Merger Sub, Inc.
("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on May 2, 2018, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on July 19, 2018 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $45.00 in cash,
(the "Merger Consideration") without interest and subject to applicable withholding taxes.
Each restricted stock unit represents a contingent right to receive one share of Financial Engines, Inc. common stock.
At the Effective Time, each outstanding restricted stock unit award became fully vested and was cancelled and converted into the right to receive
the Merger Consideration in respect of each vested share of common stock of the Company subject to such award, in each case subject to
withholding taxes if applicable.
At the Effective Time, each outstanding option to acquire shares of common stock of the Company became fully vested (to the extent unvested)
and was cancelled and converted into the right to receive the product of (1) the excess, if any, of the Merger Consideration over the applicable
exercise price of such option, multiplied by (2) the total number of shares of common stock of the Company subject to such option, subject to applicable withholding taxes. Any options
that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration.
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of
April 29, 2018, by and among Financial Engines, Inc. (the "Company"), Edelman Financial, L.P., (the "Parent"), and Flashdance Merger Sub, Inc.
("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on May 2, 2018, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on July 19, 2018 (the "Effective Time").
/s/ Robert Mills, Attorney-in-Fact for Kelly O'Donnell
2018-07-23