SEC Form 4 · accession 0001104659-15-016386

ENVESTNET, INC. · ENV

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

Reporting owner

Brandon Thomas

Officer — Chief Investment Officer

Period of report

Feb 28, 2015

Accepted (ET)

Mar 3, 2015 · 8:25 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	3,436	$0.00	A	226,119	D
Common Stock^F2	Feb 28, 2014	F	1,065	$0.00	D	225,054	D
Common Stock^F3	holding	—	—		—	13,938	I	See footnote

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)^F8	$53.88	Feb 28, 2015	A	4,800	A	—	Feb 28, 2025	Common Stock	4,800	4,800	D
Restricted Stock Award^F9,F6,F10	—	Feb 28, 2015	M	1,063	D	—	Feb 28, 2015	Common Stock	1,063	0	D
Restricted Stock Award^F9,F6,F11	—	Feb 28, 2015	M	1,040	D	—	Feb 28, 2016	Common Stock	1,040	1,040	D
Restricted Stock Award^F9,F6,F12	—	Feb 28, 2015	M	1,333	D	—	Feb 28, 2017	Common Stock	1,333	2,667	D
Restricted Stock Award^F6,F7	—	Feb 28, 2015	A	3,200	A	—	Feb 28, 2018	Common Stock	3,200	3,200	D
Employee Stock Option (Right to Buy)^F3	$5.00	holding	—	—	—	Nov 14, 2006	Nov 14, 2015	Common Stock	32,500	32,500	D
Employee Stock Option (Right to Buy)^F3	$7.50	holding	—	—	—	Nov 14, 2006	Nov 14, 2015	Common Stock	32,500	32,500	D
Employee Stock Option (Right to Buy)^F4	$7.50	holding	—	—	—	Apr 26, 2007	Apr 26, 2017	Common Stock	12,000	12,000	D
Employee Stock Option (Right to Buy)^F5	$7.50	holding	—	—	—	Apr 30, 2009	Apr 30, 2018	Common Stock	9,000	9,000	D
Employee Stock Option (Right to Buy)^F4	$7.15	holding	—	—	—	May 15, 2010	May 15, 2019	Common Stock	6,000	6,000	D
Employee Stock Option (Right to Buy)^F4	$9.00	holding	—	—	—	Jul 28, 2011	Feb 28, 2020	Common Stock	62,000	62,000	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	7,647	7,647	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 3,189 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 3,189 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.
F11The 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.
F12The 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.
F2The reporting person is reporting the withholding by Envestnet, Inc. of 1,065 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.
F3Represents shares held by a trust in which Mr. Thomas is the trustee.
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
F7This restricted stock award vests in three equal installments annually beginning on the first anniversary of the date of the grant of restricted stock.
F86,000 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).
F9Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit.