SEC Form 4 · accession 0001104659-17-013619

ENVESTNET, INC. · ENV

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

Reporting owner

Shelly O'Brien

Officer — Chief Legal Officer

Period of report

Feb 28, 2017

Accepted (ET)

Mar 2, 2017 · 7:51 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
Common Stock	Feb 28, 2017	M	1,200	$0.00	A	9,825	D
Common Stock	Feb 28, 2017	F	374	$0.00	D	9,451	D
Common Stock	Feb 28, 2017	M	1,067	$0.00	A	10,518	D
Common Stock	Feb 28, 2017	F	332	$0.00	D	10,186	D
Common Stock	Feb 28, 2017	M	821	$0.00	A	11,007	D
Common Stock	Feb 28, 2017	F	256	$0.00	D	10,751	D
Common Stock^F2	Mar 1, 2017	M	3,000	$7.50	A	13,751	D
Common Stock^F2,F3	Mar 1, 2017	S	3,000	$38.95	D	10,751	D
Common Stock^F2	Mar 1, 2017	M	1,500	$7.50	A	12,251	D
Common Stock^F2,F4	Mar 1, 2017	S	1,500	$39.00	D	10,751	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,F5	$7.50	Mar 1, 2017	M	4,500	D	Apr 26, 2007	Apr 26, 2017	Common Stock	11,903	7,403	D
Restricted Stock Unit^F9,F8,F10	—	Feb 28, 2017	M	1,200	D	—	Feb 28, 2017	Common Stock	1,200	0	D
Restricted Stock Unit^F9,F8,F11	—	Feb 28, 2017	M	1,067	D	—	Feb 28, 2018	Common Stock	1,067	1,067	D
Restricted Stock Unit^F9,F8,F12	—	Feb 28, 2017	M	821	D	—	Feb 28, 2019	Common Stock	821	1,643	D
Employee Stock Option (Right to Buy)^F6	$7.50	holding	—	—	—	Apr 30, 2009	Apr 30, 2018	Common Stock	5,000	5,000	D
Employee Stock Option (Right to Buy)^F7	$7.15	holding	—	—	—	May 15, 2010	May 15, 2019	Common Stock	2,000	2,000	D
Employee Stock Option (Right to Buy)^F6	$9.00	holding	—	—	—	Jul 28, 2011	Jul 28, 2020	Common Stock	18,366	18,366	D
Employee Stock Option (Right to Buy)^F6	$12.55	holding	—	—	—	Feb 28, 2012	Feb 28, 2021	Common Stock	3,333	3,333	D
Employee Stock Option (Right to Buy)^F6	$12.45	holding	—	—	—	Feb 28, 2013	Feb 28, 2022	Common Stock	3,339	3,339	D
Employee Stock Option (Right to Buy)^F6	$15.34	holding	—	—	—	Feb 28, 2014	Feb 28, 2023	Common Stock	7,150	7,150	D
Employee Stock Option (Right to Buy)^F6	$41.84	holding	—	—	—	Feb 28, 2015	Feb 28, 2024	Common Stock	5,500	5,500	D
Employee Stock Option (Right to Buy)^F6	$53.88	holding	—	—	—	Feb 29, 2016	Feb 28, 2025	Common Stock	4,800	4,800	D
Employee Stock Option (Right to Buy)^F7	$20.51	holding	—	—	—	Feb 28, 2017	Feb 28, 2026	Common Stock	2,464	2,464	D
Restricted Stock Unit^F8,F13,F9	—	holding	—	—	—	—	Aug 2, 2019	Common Stock	25,000	25,000	D

Explanation of responses

F1A total of 80,000 options were granted on 04/26/2007. 11,903 options were vested and exercisable as of 3/1/2017.
F10The reporting person was granted 3,600 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.
F11The reporting person was granted 3,200 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.
F12The reporting person was granted 2,464 restricted stock units on February 29, 2016. These restricted stock units vest over a 3 year period, with 1/3 of the shares vesting on the first anniversary of the date of grant and one-twelfth of the total amount vesting on each three-month anniversary of the date of grant.
F13The reporting person was granted 35,000 restricted stock units on August 2, 2016. These restricted stock units vest over a 3 year period, with one-twelfth of the total amount vesting on each three-month anniversary of the date of grant.
F14Represents the conversion upon vesting of restricted stock units into common stock (the "Converted Common Stock "). The reporting person was granted 3,600 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.
F15The reporting person is reporting the withholding by Envestnet, Inc. of 374 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.
F16Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock "). The reporting person was granted 3,200 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.
F17The reporting person is reporting the withholding by Envestnet, Inc. of 332 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.
F18Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock "). The reporting person was granted 2,464 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.
F19The reporting person is reporting the withholding by Envestnet, Inc. of 256 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.
F2Option 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.
F3The shares reported in column 4 were sold in one transaction with a price of $38.95 per share.
F4The shares reported in column 4 were sold in one transaction with a price of $39.00 per share.
F5Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
F6Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
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.
F8Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock
F9Each restricted award represents the contingent right to receive one share of common stock upon the vesting of the unit.