SEC Form 4 · accession 0001104659-15-016360
ENVESTNET, INC. · ENV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joshua Mayer
Officer — Chief Operating Officer
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 | 3,540 | $0.00 | A | 3,547 | D | |
| Common StockF2 | Feb 28, 2015 | F | 1,101 | $0.00 | D | 2,446 | D | |
| Common Stock | holding | — | — | — | 42 | I | By Wife |
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)F6 | $53.88 | Feb 28, 2015 | A | 6,000 | A | — | Feb 28, 2025 | Common Stock | 6,000 | 6,000 | D |
| Restricted Stock AwardF7,F5,F8 | — | Feb 28, 2015 | M | 1,167 | D | — | Feb 28, 2015 | Common Stock | 1,167 | 0 | D |
| Restricted Stock AwardF7,F5,F9 | — | Feb 28, 2015 | M | 1,040 | D | — | Feb 28, 2016 | Common Stock | 1,040 | 1,040 | D |
| Restricted Stock AwardF7,F5,F10 | — | Feb 28, 2015 | M | 1,333 | D | — | Feb 28, 2017 | Common Stock | 1,333 | 2,667 | D |
| Restricted Stock AwardF5,F11 | — | Feb 28, 2015 | A | 4,000 | A | — | Feb 28, 2018 | Common Stock | 4,000 | 4,000 | D |
| Employee Stock Option (Right to Buy)F3 | $7.15 | holding | — | — | — | May 15, 2010 | May 15, 2019 | Common Stock | 800 | 800 | D |
| Employee Stock Option (Right to Buy)F4 | $9.00 | holding | — | — | — | Jul 28, 2011 | Jul 28, 2020 | Common Stock | 20,000 | 20,000 | D |
| Employee Stock Option (Right to Buy)F3 | $12.55 | holding | — | — | — | Feb 28, 2012 | Feb 28, 2021 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Option (Right to Buy)F3 | $12.45 | holding | — | — | — | Feb 28, 2013 | Feb 28, 2022 | Common Stock | 4,418 | 4,418 | D |
| Employee Stock Option (Right to Buy)F3 | $15.34 | holding | — | — | — | Feb 28, 2014 | Feb 28, 2023 | Common Stock | 8,000 | 8,000 | D |
| Employee Stock Option (Right to Buy)F3 | $41.84 | holding | — | — | — | Feb 28, 2015 | Feb 28, 2024 | Common Stock | 6,200 | 6,200 | 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 3,500 restricted stock units on February 29, 2012, 3,120 restricted stock units on February 28, 2013 and 4,000 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 4,000 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.
- F11This 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 1,101 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 three installments beginning on the first anniversary of the date of grant 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.
- F5Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock
- F66,000 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).
- F7Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit.
- F8The reporting person was granted 3,500 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.
- F9The reporting person was granted 3,120 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.