SEC Form 4 · accession 0001104659-16-155896
ENVESTNET, INC. · ENV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Judson Bergman
Officer — Chief Executive Officer · Director
Period of report
Nov 7, 2016
Accepted (ET)
Nov 9, 2016 · 5:01 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 StockF11 | Nov 7, 2016 | M | 8,100 | $7.50 | A | 657,206 | D | |
| Common StockF11,F12 | Nov 7, 2016 | S | 8,100 | $34.58 | D | 649,106 | D | |
| Common StockF11 | Nov 7, 2016 | M | 3,800 | $7.50 | A | 652,906 | D | |
| Common StockF11,F13 | Nov 7, 2016 | S | 3,800 | $35.00 | D | 649,106 | D | |
| Common StockF11 | Nov 8, 2016 | M | 1,069 | $7.50 | A | 650,175 | D | |
| Common StockF11,F13 | Nov 8, 2016 | S | 1,069 | $35.00 | D | 649,106 | 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,F10 | $7.50 | Nov 7, 2016 | M | 12,969 | D | Apr 26, 2007 | Apr 26, 2017 | Common Stock | 50,000 | 37,031 | D |
| Employee Stock Option (Right to Buy)F1 | $7.50 | holding | — | — | — | Apr 30, 2009 | Apr 30, 2018 | Common Stock | 36,000 | 36,000 | D |
| Employee Stock Option (Right to Buy)F1 | $7.15 | holding | — | — | — | May 15, 2010 | May 15, 2019 | Common Stock | 15,000 | 15,000 | D |
| Employee Stock Option (Right to Buy)F2 | $9.00 | holding | — | — | — | Jul 28, 2011 | Jul 28, 2020 | Common Stock | 376,000 | 376,000 | D |
| Employee Stock Option (Right to Buy)F2 | $12.55 | holding | — | — | — | Feb 28, 2012 | Feb 28, 2021 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Option (Right to Buy)F2 | $12.45 | holding | — | — | — | Feb 28, 2013 | Feb 28, 2022 | Common Stock | 7,951 | 8 | D |
| Employee Stock Option (Right to Buy)F2 | $15.34 | holding | — | — | — | Feb 28, 2014 | Feb 28, 2023 | Common Stock | 9,408 | 9,408 | D |
| Employee Stock Option (Right to Buy)F2 | $41.84 | holding | — | — | — | Feb 28, 2015 | Feb 28, 2024 | Common Stock | 20,300 | 20,300 | D |
| Employee Stock Option (Right to Buy)F2 | $53.88 | holding | — | — | — | Feb 29, 2016 | Feb 28, 2025 | Common Stock | 17,400 | 17,400 | D |
| Employee Stock Option (Right to Buy)F7 | $20.51 | holding | — | — | — | Feb 28, 2017 | Feb 28, 2026 | Common Stock | 8,932 | 8,932 | D |
| Employee Stock Option (Right to Buy)F7 | $31.03 | holding | — | — | — | May 12, 2017 | May 12, 2026 | Common Stock | 25,000 | 25,000 | D |
| Restricted Stock UnitF3,F5,F4 | — | holding | — | — | — | — | Feb 28, 2017 | Common Stock | 4,200 | 4,200 | D |
| Restricted Stock UnitF3,F6,F4 | — | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 7,734 | 7,734 | D |
| Restricted Stock UnitF3,F8,F4 | — | holding | — | — | — | — | Feb 28, 2019 | Common Stock | 8,932 | 8,932 | D |
| Performance Stock Unit AwardF3,F9 | — | holding | — | — | — | — | May 12, 2019 | Common Stock | 125,000 | 125,000 | D |
Explanation of responses
- F1Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
- F10A total of 200,000 options were granted on 04/26/2007. 50,000 options were vested and exercisable as of 11/07/2016.
- F11Option exercise and sale pursuant to a 10b5-1 plan established to allow the exercise and sale of options which will be forfeited if not exercised prior to the April 26, 2017 expiration date.
- F12The shares reported in column 4 were sold in multiple transactions with a weighted average price of $34.58 per share.
- F13The shares reported in column 4 were sold in one transaction with a price of $35.00 per share.
- F2Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
- F3Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock
- F4Each restricted unit represents the contingent right to receive one share of common stock upon the vesting of the unit.
- F5The reporting person was granted 12,600 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.
- F6The reporting person was granted 11,600 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.
- F7This 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.
- F8This 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.
- F9The 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.