SEC Form 4/A · accession 0001104659-15-082561
ENVESTNET, INC. · ENV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Anil Arora
Director
Period of report
Nov 24, 2015
Accepted (ET)
Dec 2, 2015 · 9:44 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 | Nov 24, 2015 | M | 519 | $0.00 | A | 93,354 | D | |
| Common StockF2 | Nov 24, 2015 | F | 271 | $0.00 | D | 93,083 | D | |
| Common StockF3 | Nov 24, 2015 | S | 40,000 | $31.32 | D | 53,083 | D | |
| Common Stock | Nov 27, 2015 | S | 10,000 | $32.00 | D | 43,083 | D | |
| Common StockF4 | holding | — | — | — | 136 | I | By Trust for child #1 | |
| Common StockF4 | holding | — | — | — | 136 | I | By Trust for child #1 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock AwardF5,F9,F13 | — | Nov 24, 2015 | M | 519 | A | — | — | Common Stock | 519 | 20,354 | D |
| Restricted Stock AwardF5,F6,F13 | — | holding | — | — | — | — | — | Common Stock | 1,883 | 1,883 | D |
| Restricted Stock AwardF5,F7,F13 | — | holding | — | — | — | — | — | Common Stock | 6,791 | 6,791 | D |
| Restricted Stock AwardF5,F8,F13 | — | holding | — | — | — | — | — | Common Stock | 11,257 | 11,257 | D |
| Restricted Stock AwardF5,F10,F13 | — | holding | — | — | — | — | — | Common Stock | 7,772 | 7,772 | D |
| Restricted Stock AwardF5,F11,F13 | — | holding | — | — | — | — | — | Common Stock | 12,154 | 12,154 | D |
| Restricted Stock AwardF5,F12,F13 | — | holding | — | — | — | — | — | Common Stock | 40,169 | 40,169 | D |
Explanation of responses
- F1Represents the vesting of restricted Common Stock. The reporting person was granted 20,873 shares on November 19, 2015 which vest monthly in 40 equal installments until February 24, 2019.
- F10The reporting person was granted 7,772 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock award vests quarterly in 5 equal installments until January 1, 2017.
- F11The reporting person was granted 12,154 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock award vests annually in 3 equal installments until May 15, 2018.
- F12The reporting person was granted 40,169 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock award vests annually in 3 equal installments until February 24, 2018.
- F13Each share of restricted stock represents one share of Envestnet, Inc. Common Stock that remains subject to restrictions until the award becomes vested.
- F2The reporting person is reporting the withholding by Envestnet, Inc. of 271 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Common Stock to the reporting person on November 24, 2015.
- F3The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at respective prices ranging from $31.21 to $31.50, inclusive.
- F4These shares are held in trust for the benefit of a child of the reporting person for which the reporting person serves as trustee. The reporting person shares voting and investment control over the shares but disclaims beneficial ownership of the shares.
- F5Each share of restricted stock is one share of Envestnet, Inc. Common Stock that remains subject to restrictions until the award becomes vested.
- F6The reporting person was granted 1,833 shares of restricted stock on November 19, 2015, pursuant to the terms of the Agreement and Plan of Merger dated August 10, 2015 (the "Merger") by and among Issuer, Yale Merger Corp ("Merger Sub") and Yodlee, Inc. ("Yodlee"), Merger Sub merged with and into Yodlee. This restricted stock vests monthly in 6 equal installments until May 16, 2016.
- F7The reporting person was granted 6,791 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock vests monthly in 17 equal installments until April 1, 2017.
- F8The reporting person was granted 11,257 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock vests monthly in 29 equal installments until March 31, 2018.
- F9The reporting person was granted 20,873 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. This restricted stock vests monthly in 40 equal installments until February 24, 2019. 519 shares of Common Stock vested on November 24, 2015, leaving 20,354 shares of restricted Common Stock subject to further monthly vesting.