SEC Form 4 · accession 0001104659-17-036659
ENVESTNET, INC. · ENV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter D'Arrigo
Officer — Chief Financial Officer
Period of report
May 29, 2017
Accepted (ET)
May 31, 2017 · 6:47 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 29, 2017 | M | 353 | $0.00 | A | 12,586 | D | |
| Common Stock | May 29, 2017 | F | 110 | $0.00 | D | 12,476 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F4,F8 | — | May 29, 2017 | M | 353 | D | — | Feb 28, 2019 | Common Stock | 353 | 2,471 | D |
| Employee Stock Option (Right to Buy)F1 | $7.50 | holding | — | — | — | Jun 6, 2008 | Jun 16, 2018 | Common Stock | 180,937 | 180,937 | D |
| Employee Stock Option (Right to Buy)F2 | $9.00 | holding | — | — | — | Jul 28, 2011 | Feb 28, 2020 | Common Stock | 86,000 | 86,000 | D |
| Employee Stock Option (Right to Buy)F3 | $12.55 | holding | — | — | — | Feb 28, 2012 | Feb 28, 2021 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Option (Right to Buy)F3 | $12.45 | holding | — | — | — | Feb 28, 2013 | Feb 28, 2022 | Common Stock | 10,195 | 10,195 | D |
| Employee Stock Option (Right to Buy)F3 | $15.34 | holding | — | — | — | Feb 28, 2014 | Feb 28, 2023 | Common Stock | 8,000 | 8,000 | D |
| Employee Stock Option (Right to Buy)F3 | $41.84 | holding | — | — | — | Feb 28, 2015 | Feb 28, 2024 | Common Stock | 10,600 | 10,600 | D |
| Employee Stock Option (Right to Buy)F3 | $53.88 | holding | — | — | — | Feb 28, 2016 | Feb 28, 2025 | Common Stock | 8,250 | 8,250 | D |
| Employee Stock Option (Right to Buy)F7 | $20.51 | holding | — | — | — | Feb 28, 2017 | Feb 28, 2025 | Common Stock | 4,235 | 4,235 | D |
| Employee Stock Option (Right to Buy)F7 | $31.70 | holding | — | — | — | Mar 28, 2018 | Mar 28, 2027 | Common Stock | 3,850 | 3,850 | D |
| Restricted Stock UnitsF4,F6,F5 | — | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 1,834 | 1,834 | D |
| Performance Stock Unit AwardF4,F9,F5 | — | holding | — | — | — | — | May 12, 2019 | Common Stock | 20,000 | 20,000 | D |
| Restricted Stock UnitsF4,F8,F5 | — | holding | — | — | — | — | Mar 28, 2020 | Common Stock | 11,500 | 11,500 | D |
Explanation of responses
- F1Original option grant vests in four installments beginning on the first date of grant and thereafter on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
- F10Represents the issuance of Envestnet, Inc. common stock upon the vesting of restricted stock units effective May 29, 2017 (the "May Vested Restricted Stock Units"). The reporting person was granted 4,235 restricted stock units on February 29, 2016 of which one-twelfth of the total amount vested on May 29, 2017. 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.
- F11The reporting person is reporting the withholding by Envestnet, Inc. of 110 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of the May Vested Restricted Stock Units to the reporting person on May 29, 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.
- F3Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
- F4Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock
- F5Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.
- F6The reporting person was granted 5,500 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 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.