SEC Form 4 · accession 0001104659-15-016359

ENVESTNET, INC. · ENV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Judson Bergman

Officer — Chief Executive Officer · Director

Period of report

Feb 28, 2015

Accepted (ET)

Mar 3, 2015 · 7:01 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001337619

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Feb 28, 2015	M	7,079	$0.00	A	596,416	D
Common Stock^F2	Feb 28, 2015	F	2,202	$0.00	D	594,214	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F7	$53.88	Feb 28, 2015	A	17,400	A	—	Feb 28, 2025	Common Stock	17,400	17,400	D
Restricted Stock Award^F8,F6,F9	—	Feb 28, 2015	M	1,667	D	—	Feb 28, 2015	Common Stock	1,667	0	D
Restricted Stock Award^F8,F6,F10	—	Feb 28, 2015	M	1,212	D	—	Feb 28, 2016	Common Stock	1,212	1,212	D
Restricted Stock Award^F8,F6,F11	—	Feb 28, 2015	M	4,200	D	—	Feb 28, 2017	Common Stock	4,200	8,400	D
Restricted Stock Award^F6,F12	—	Feb 28, 2015	A	11,600	A	—	Feb 28, 2018	Common Stock	11,600	11,600	D
Employee Stock Option (Right to Buy)^F3	$5.00	holding	—	—	—	Feb 1, 2006	Nov 14, 2015	Common Stock	170,000	170,000	D
Employee Stock Option (Right to Buy)^F3	$7.50	holding	—	—	—	Feb 1, 2006	Nov 14, 2015	Common Stock	45,000	45,000	D
Employee Stock Option (Right to Buy)^F4	$7.50	holding	—	—	—	Apr 26, 2007	Apr 26, 2017	Common Stock	200,000	200,000	D
Employee Stock Option (Right to Buy)^F5	$7.50	holding	—	—	—	Apr 30, 2009	Apr 30, 2018	Common Stock	36,000	36,000	D
Employee Stock Option (Right to Buy)^F5	$7.15	holding	—	—	—	May 15, 2010	May 15, 2019	Common Stock	15,000	15,000	D
Employee Stock Option (Right to Buy)^F4	$9.00	holding	—	—	—	Jul 28, 2011	Feb 28, 2020	Common Stock	376,000	376,000	D
Employee Stock Option (Right to Buy)^F5	$12.55	holding	—	—	—	Feb 28, 2012	Feb 28, 2021	Common Stock	10,000	10,000	D
Employee Stock Option (Right to Buy)^F5	$12.45	holding	—	—	—	Feb 28, 2013	Feb 28, 2022	Common Stock	7,951	8	D
Employee Stock Option (Right to Buy)^F5	$15.34	holding	—	—	—	Feb 28, 2014	Feb 28, 2023	Common Stock	9,408	9,408	D
Employee Stock Option (Right to Buy)^F5	$41.84	holding	—	—	—	Feb 28, 2015	Feb 28, 2024	Common Stock	20,300	20,300	D

Explanation of responses

F1Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock "). The reporting person was granted 5,000 restricted stock units on February 29, 2012, 3,636 restricted stock units on February 28, 2013 and 12,600 restricted stock units on February 28, 2014 of which 1/3 of the shares subject to the restricted stock units of each grant vested on February 28, 2014. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2012 and March 4, 2013 and March 4, 2014.
F10The reporting person was granted 3,636 restricted stock units on February 28, 2013, of which 1/3 of the shares subject to the restricted stock award of each grant vested on February 28, 2014. The common stock into which such vested restricted stock units converted on February 28, 2015 is reported in Table I on this Form 4. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested.
F11The reporting person was granted 12,600 restricted stock units on February 28, 2014, of which 1/3 of the shares subject to the restricted stock award of each grant vested on February 28, 2014. The common stock into which such vested restricted stock units converted on February 28, 2015 is reported in Table I on this Form 4. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested.
F12This restricted stock award vests in three equal installments annually beginning on the first anniversary of the date of the grant of restricted stock.
F2The reporting person is reporting the withholding by Envestnet, Inc. of 2,202 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock to the reporting person on February 28, 2015.
F3Original option grant vests in four installments beginning on February 1, 2006 and the remaining three installments on May 31 as listed in the "Date Exercisable" column.
F4Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
F5Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
F6Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock
F717,400 options were granted to the Reporting Person on February 28, 2015. Such options vest in three equal installments annually beginning on the first anniversary of the date of grant (2/28/2015).
F8Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit.
F9The reporting person was granted 5,000 restricted stock units on February 29, 2012 of which 1/3 of the shares subject to the restricted stock award of each grant vested on February 28, 2014. The common stock into which such vested restricted stock units converted on February 28, 2015 is reported in Table I on this Form 4. This grant was fully vested on 2/28/2015.