SEC Form 4 · accession 0001104659-17-013609

ENVESTNET, INC. · ENV

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

Reporting owner

William Crager

Officer — President

Period of report

Feb 28, 2017

Accepted (ET)

Mar 2, 2017 · 7:41 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, 2017	M	2,967	$0.00	A	144,296	D
Common Stock	Feb 28, 2017	F	905	$0.00	D	143,391	D
Common Stock	Feb 28, 2017	M	2,533	$0.00	A	145,924	D
Common Stock	Feb 28, 2017	F	1,124	$0.00	D	144,800	D
Common Stock	Feb 28, 2017	M	1,950	$0.00	A	146,750	D
Common Stock	Feb 28, 2017	F	880	$0.00	D	145,870	D
Common Stock	holding	—	—		—	100	I	By wife

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F4,F3,F5	—	Feb 28, 2017	M	2,967	D	—	Feb 28, 2017	Common Stock	2,967	0	D
Restricted Stock Units^F4,F3,F6	—	Feb 28, 2017	M	2,533	D	—	Feb 28, 2018	Common Stock	2,533	2,534	D
Restricted Stock Units^F4,F3,F8	—	Feb 28, 2017	M	1,950	D	—	Feb 28, 2019	Common Stock	1,950	3,902	D
Employee Stock Option (Right to Buy)^F1,F10	$7.50	holding	—	—	—	Apr 26, 2007	Apr 26, 2017	Common Stock	14,852	12,352	D
Employee Stock Option (Right to Buy)^F1	$7.50	holding	—	—	—	Apr 30, 2009	Apr 30, 2018	Common Stock	14,000	14,000	D
Employee Stock Option (Right to Buy)^F1	$7.15	holding	—	—	—	May 15, 2010	May 15, 2019	Common Stock	12,000	12,000	D
Employee Stock Option (Right to Buy)^F2	$9.00	holding	—	—	—	Jul 28, 2011	Jul 28, 2020	Common Stock	164,000	164,000	D
Employee Stock Option (Right to Buy)^F1	$12.55	holding	—	—	—	Feb 28, 2012	Feb 28, 2021	Common Stock	25,000	25,000	D
Employee Stock Option (Right to Buy)^F1	$12.45	holding	—	—	—	Feb 28, 2013	Feb 28, 2022	Common Stock	13,954	13,954	D
Employee Stock Option (Right to Buy)^F1	$15.34	holding	—	—	—	Feb 28, 2014	Feb 28, 2023	Common Stock	13,500	13,500	D
Employee Stock Option (Right to Buy)^F1	$41.84	holding	—	—	—	Feb 28, 2015	Feb 28, 2024	Common Stock	14,100	14,100	D
Employee Stock Option (Right to Buy)^F1	$53.88	holding	—	—	—	Feb 29, 2016	Feb 28, 2025	Common Stock	11,400	11,400	D
Employee Stock Option (Right to Buy)^F7	$20.51	holding	—	—	—	Feb 28, 2017	Feb 28, 2026	Common Stock	5,852	5,852	D
Performance Stock Unit Award^F3,F9,F4	—	holding	—	—	—	—	May 12, 2019	Common Stock	50,000	50,000	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 80,000 options were granted on 04/26/2007. 12,352 options were vested and exercisable as of 03/02/2017.
F11Represents the conversion upon vesting of restricted stock units into common stock (the "Converted Common Stock "). The reporting person was granted 8,900 restricted stock units on February 28, 2014 of which one-third of the total amount vests on the first anniversary of the date of the grant of restricted stock; and then 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 unit grant on each succeeding February 28th until fully vested. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2014.
F12The reporting person is reporting the withholding by Envestnet, Inc. of 905 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, 2017.
F13Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock ") . The reporting person was granted 7,600 restricted stock units on February 28, 2015 of which one-third of the total amount vests on the first anniversary of the date of the grant of restricted stock; and then 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 unit grant on each succeeding February 28th until fully vested. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2015.
F14The reporting person is reporting the withholding by Envestnet, Inc. of 1,124 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, 2017.
F15Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock "). The reporting person was granted 5,852 restricted stock units on February 29, 2016 of which one-third of the total amount vests on the first anniversary of the date of the grant of restricted stock; and then one-twelfth of the total amount vests on each three-month anniversary. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2016.
F16The reporting person is reporting the withholding by Envestnet, Inc. of 880 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, 2017.
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 8,900 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 7,600 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.
F8The reporting person was grated 5,862 restricted stock units on February 29, 2016. These restricted stock units vest over a 3 year period, one third of the total amount vests on the first anniversary of the date of the grant of restricted stock; and then one-twelfth of the total amount vests on each three-month anniversary.
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.