SEC Form 4 · accession 0001104659-17-033271
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
May 12, 2017
Accepted (ET)
May 16, 2017 · 7:13 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 Stock | May 12, 2017 | M | 41,666 | $0.00 | A | 707,925 | D | |
| Common Stock | May 12, 2017 | F | 19,042 | $0.00 | D | 688,883 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock Unit AwardF4,F3,F8 | — | May 12, 2017 | M | 41,666 | A | — | May 12, 2019 | Common Stock | 41,666 | 83,334 | 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 |
| 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 |
| 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.
- F10The reporting person is reporting the withholding by Envestnet, Inc. of 19,042 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 May12, 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 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.
- F9Represents the conversion upon vesting of performance stock units "(the Banked Units") into common stock (the "Converted Common Stock ") pursuant to the achievement of specific adjusted EBITDA goals for the relevant performance period. The reporting person was granted 125,000 Banked Units on May 12, 2016 of which 33.33% of the Banked Units vested following the First Performance Period, 50% of the outstanding Banked Units will vest following the Second Performance Period and 100% of the outstanding Banked Units will vest 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. Such Banked Units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on May 13, 2016.