SEC Form 4 · accession 0001104659-17-054962
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
Aug 29, 2017
Accepted (ET)
Aug 31, 2017 · 5:04 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 | Aug 29, 2017 | M | 353 | — | A | 12,829 | D | |
| Common Stock | Aug 29, 2017 | F | 166 | $42.65 | D | 12,663 | 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 | — | Aug 29, 2017 | M | 353 | D | — | Feb 28, 2019 | Common Stock | 353 | 2,118 | D |
| Employee Stock Option (Right to Buy)F1 | $7.50 | holding | — | — | — | Jun 16, 2008 | Jun 6, 2018 | Common Stock | 173,437 | 173,437 | D |
| Employee Stock Option (Right to Buy)F2 | $9.00 | holding | — | — | — | Jul 28, 2011 | Jul 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 27, 2025 | Common Stock | 8,250 | 8,250 | D |
| Employee Stock Option (Right to Buy)F7 | $20.51 | holding | — | — | — | Feb 28, 2017 | Feb 28, 2026 | 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 | 11,550 | 11,550 | D |
Explanation of responses
- F1220,000 options were granted to the Reporting Person on 6/16/2008. Such options, which vested in four equal installments, became fully vested on 4/30/2011.
- F10Represents the issuance of Envestnet, Inc. common stock upon the vesting of restricted stock units effective August 29, 2017 (the "August Vested Restricted Stock Units"). Restricted stock units convert into common stock on a one-for-one basis. The reporting person was granted 4,235 restricted stock units on February 29, 2016 of which one-twelfth of the total amount vested on August 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 166 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of the August Vested Restricted Stock Units to the reporting person on August 29, 2017.
- F2This option grant vests over a 4 year period; one-fourth of the total amount vests on each anniversary of the date of grant.
- F3This option grant vests over a 3 year period; one-third of the total amount vests on each anniversary of the date of grant.
- F4Each restricted stock unit or performance stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock
- F5Each restricted stock unit or performance stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.
- F6These restricted stock units vests over a 3-year period; one-third of the total amount vests on each anniversary of the date of grant.
- F7This option grant vests over a 3 year period; one-third of the total amount vests on the first anniversary of the date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter.
- F8These 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 units and then one-twelfth of the total amunt vests on each three-month anniversary of the date of grant thereafter.
- 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.