SEC Form 4 · accession 0001104659-17-021393
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
Mar 31, 2017
Accepted (ET)
Apr 4, 2017 · 4:49 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 StockF10 | Mar 31, 2017 | M | 10,000 | $7.50 | A | 665,259 | D | |
| Common StockF11 | Mar 31, 2017 | P | 1,000 | $32.40 | A | 666,259 | 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,F9 | $7.50 | Mar 31, 2017 | M | 10,000 | D | Apr 30, 2009 | Apr 30, 2018 | Common Stock | 36,000 | 26,000 | 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 |
| Employee Stock Option (Right to Buy)F7 | $31.70 | holding | — | — | — | Mar 28, 2018 | Mar 28, 2027 | Common Stock | 11,518 | 11,518 | D |
| Restricted Stock UnitsF3,F5,F4 | — | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 3,867 | 3,867 | D |
| Restricted Stock UnitsF3,F6,F4 | — | holding | — | — | — | — | Feb 28, 2019 | Common Stock | 5,955 | 5,955 | D |
| Performance Stock Unit AwardF3,F8,F4 | — | holding | — | — | — | — | May 12, 2019 | Common Stock | 125,000 | 125,000 | D |
| Restricted Stock UnitsF3,F6,F4 | — | holding | — | — | — | — | Mar 28, 2020 | Common Stock | 34,554 | 34,554 | 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.
- F10Option exercise and hold.
- F11Open market purchase.
- 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 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.
- F6These restricted stock units vest over a 3 year period, one third of the total amount vest 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.
- 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 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.
- F9A total of 36,000 options were granted on 4/30/2008. 36,000 options were vested and exercisable as of March 31, 2017.