SEC Form 4 · accession 0001104659-16-106434
ENVESTNET, INC. · ENV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anil Arora
Director
Period of report
Jan 29, 2016
Accepted (ET)
Mar 18, 2016 · 9:20 pm EDT
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 | Jan 29, 2016 | M | 100,809 | $0.00 | A | 137,371 | D | |
| Common StockF3 | Jan 29, 2016 | F | 43,670 | $0.00 | D | 93,701 | D | |
| Common Stock | Mar 7, 2016 | M | 8,333 | $0.00 | A | 102,034 | D | |
| Common StockF5 | Mar 7, 2016 | F | 4,046 | $0.00 | D | 97,988 | D | |
| Common StockF1 | holding | — | — | — | 136 | I | By Trust for child 1 | |
| Common StockF1 | 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 StockF16,F17,F6,F15 | — | Jan 29, 2016 | M | 1,256 | D | — | — | Common Stock | 1,256 | 0 | D |
| Restricted StockF16,F17,F7,F15 | — | Jan 29, 2016 | M | 5,593 | D | — | — | Common Stock | 5,593 | 0 | D |
| Restricted StockF16,F17,F8,F15 | — | Jan 29, 2016 | M | 10,091 | D | — | — | Common Stock | 10,091 | 0 | D |
| Restricted StockF16,F17,F9,F15 | — | Jan 29, 2016 | M | 19,224 | D | — | — | Common Stock | 19,224 | 0 | D |
| Restricted StockF16,F17,F10,F15 | — | Jan 29, 2016 | M | 6,047 | D | — | — | Common Stock | 6,047 | 0 | D |
| Restricted StockF16,F17,F11,F15 | — | Jan 29, 2016 | M | 12,154 | D | — | — | Common Stock | 12,154 | 0 | D |
| Restricted StockF16,F17,F12,F15 | — | Jan 29, 2016 | M | 40,169 | D | — | — | Common Stock | 40,169 | 0 | D |
| Restricted Stock UnitF16,F17,F13,F15 | — | Mar 7, 2016 | M | 8,333 | D | — | — | Common Stock | 8,333 | 91,667 | D |
| Employee Stock Option (Right to Buy)F14 | $32.46 | holding | — | — | — | — | Dec 7, 2025 | Common Stock | 20,000 | 20,000 | D |
Explanation of responses
- F1These 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.
- 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. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.
- 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. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.
- 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. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.
- F13The reporting person was granted 100,000 restricted stock units on December 7, 2015 of which one-twelfth of the total amount vests on each three-month anniversary of the date of grant.
- F1420,000 options were granted to the Reporting Person on December 7, 2015. One-third of the total amount vests on the first annivesary of the applicable date of grant and one-twelfth on each three-month annivesary therafter.
- F15Each share of restricted stock represents one share of Envestnet, Inc. Common Stock that remains subject to restrictions until the award becomes vested for all purposes.
- F16Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.
- F17Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock
- F2Represents the restricted shares of Envestnet, Inc. common stock that became vested for tax purposes effective January 29, 2016, but remain subject to contractual restrictions (the "January Vested Restricted Shares"). The reporting person was granted 1,883, 6,791, 11,257, 20,783, 7,772, 12, 154 and 40,169 shares respectively of restricted stock on November 19, 2015, of which 100 % of the shares subject to the restricted stock units of each grant vested on January 29, 2016. Such restricted stock awards were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on November 27, 2015.
- F3The reporting person is reporting the withholding by Envestnet, Inc. of 43,670 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of the January Vested Restricted Shares on January 29, 2016.
- F4Represents the restricted shares of Envestnet, Inc. common stock that became vested for tax purposes effective March 7, 2016, but remain subject to contractual restrictions (the "March Vested Restricted Shares"). The reporting person was granted 100,000 restricted stock units on December 7, 2015 of which one-twelfth of the total amount vested on March 7, 2016. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on December 9, 2015.
- F5The reporting person is reporting the withholding by Envestnet, Inc. of 4,046 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of March Vested Restricted Shares to the reporting person on March 7, 2016.
- F6The reporting person was granted 1,883 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. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.
- 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. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.
- 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. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.
- F9The reporting person was granted 20,783 shares of restricted stock on November 19, 2015, pursuant to the terms of the Merger Agreement and the Merger. The shares of restricted stock became vested for tax purposes on January 29, 2016, but remain subject to contractual restrictions and are reported in Table I on this Form 4.