SEC Form 4 · accession 0001104659-16-128380
ENVESTNET, INC. · ENV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter D'Arrigo
Officer — Chief Financial Officer
Period of report
Jun 17, 2016
Accepted (ET)
Jun 20, 2016 · 6:05 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 StockF11,F13 | Jun 17, 2016 | M | 6,000 | $7.50 | A | 13,888 | D | |
| Common StockF11,F12,F13 | Jun 17, 2016 | S | 6,000 | $35.66 | D | 7,888 | D | |
| Common StockF14 | Jun 17, 2016 | S | 6,294 | $35.69 | D | 1,594 | 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)F1,F15 | $7.50 | Jun 17, 2016 | S | 6,000 | D | Jun 6, 2008 | Jun 16, 2018 | Common Stock | 186,937 | 180,937 | D |
| Employee Stock Option (Right to Buy)F2 | $9.00 | holding | — | — | — | Jul 28, 2011 | Feb 28, 2020 | Common Stock | 86,000 | 86,000 | 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 | 10,195 | 10,195 | 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 | 10,600 | 10,600 | D |
| Employee Stock Option (Right to Buy)F3 | $53.88 | holding | — | — | — | Feb 28, 2016 | Feb 28, 2025 | Common Stock | 8,250 | 8,250 | D |
| Employee Stock Option (Right to Buy)F8 | $20.51 | holding | — | — | — | Feb 28, 2017 | Feb 28, 2025 | Common Stock | 4 | 4,235 | D |
| Restricted Stock UnitF4,F6,F5 | — | holding | — | — | — | — | Feb 28, 2017 | Common Stock | 2,200 | 2,200 | D |
| Restricted Stock UnitF4,F7,F5 | — | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 1,833 | 3,667 | D |
| Restricted Stock UnitF4,F9,F5 | — | holding | — | — | — | — | Feb 28, 2019 | Common Stock | 4,235 | 4,235 | D |
| Performance Stock Unit AwardF4,F10 | — | holding | — | — | — | — | May 12, 2019 | Common Stock | 30,000 | 30,000 | D |
Explanation of responses
- F1Original option grant vests in four installments beginning on the first date of grant and thereafter on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
- F10The Reporting Person will earn a percentage of his performance stock unit award ("Banked Units") based on specific adjusted EBIDTA goals for the relevant performance period. This performance stock unit award vests over a 3 consecutive one-year performance periods, with 33.33% of Banked Units vesting following the First Performance Period, 50% of the outstanding Banked Units following the Second Performance Period and 100% of the outstanding Banked Units following the Final Performance Period, as described in the executive's employment agreement dated May 12, 2016 by and between the Company and the Reporting Person.
- F11Open market exercise and sale.
- F12The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.65 to $35.67, inclusive.
- F13Total includes 6,294 shares of Common Stock transferred from the reporting person's direct ownership to the reporting person's indirect ownership by a joint account held with the reporting person's wife on May 9, 2016.
- F14The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.69 to $35.70, inclusive.
- F15A total of 220,000 options were granted on 6/16/2008. 186,937 options were vested and exercisable as of 6/17/2016.
- F2Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
- F3Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
- F4Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock
- F5Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit.
- F6The reporting person was granted 6,600 restricted stock units on February 28, 2014. 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.
- F7The reporting person was granted 5,500 restricted stock units on February 28, 2015. 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.
- F8This option grant vests over a 3 year period, one-third of the total amount vests on the first anniversary of the applicable date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter.
- F9This restricted stock unit vests over a 3 year period, with one-twelfth of the total amount vesting on each three-month anniversary of the date of grant.