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