0001209191-18-043648.txt : 20180723 0001209191-18-043648.hdr.sgml : 20180723 20180723185836 ACCESSION NUMBER: 0001209191-18-043648 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: Raffone Lawrence M. CENTRAL INDEX KEY: 0001486875 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34636 FILM NUMBER: 18965361 MAIL ADDRESS: STREET 1: 1050 ENTERPRISE WAY 3RD FLOOR CITY: SUNNYVALE STATE: CA ZIP: 94089 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 0001486875 Raffone Lawrence M. 1050 ENTERPRISE WAY 3RD FLOOR SUNNYVALE CA 94089 1 1 0 0 President & CEO Common Stock 2018-07-19 4 D 0 94387 45.00 D 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 8352 0.00 D Common Stock 8352 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 42701 0.00 D Common Stock 42701 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 35554 0.00 D Common Stock 35554 0 D Restricted Stock Units 0.00 2018-07-19 4 D 0 54942 0.00 D Common Stock 54942 0 D Employee Stock Option (Right to Buy) 6.51 2018-07-19 4 D 0 9640 0.00 D Common Stock 9640 0 D Employee Stock Option (Right to Buy) 7.99 2018-07-19 4 D 0 87485 0.00 D Common Stock 87485 0 D Employee Stock Option (Right to Buy) 21.39 2018-07-19 4 D 0 39420 0.00 D Common Stock 39420 0 D Employee Stock Option (Right to Buy) 26.22 2018-07-19 4 D 0 69380 0.00 D Common Stock 69380 0 D Employee Stock Option (Right to Buy) 55.96 2018-07-19 4 D 0 32688 0.00 D Common Stock 32688 0 D Employee Stock Option (Right to Buy) 31.43 2018-07-19 4 D 0 236074 0.00 D Common Stock 236074 0 D Employee Stock Option (Right to Buy) 26.43 2018-07-19 4 D 0 202378 0.00 D Common Stock 202378 0 D Employee Stock Option (Right to Buy) 44.30 2018-07-19 4 D 0 126442 0.00 D Common Stock 126442 0 D Employee Stock Option (Right to Buy) 34.40 2018-07-19 4 D 0 155445 0.00 D Common Stock 155445 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: Lawrence M. Raffone 2018-07-23