SEC Form 4 · accession 0001104659-18-033446
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 11, 2018
Accepted (ET)
May 15, 2018 · 4:04 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 Stock | May 11, 2018 | M | 10,000 | $0.00 | A | 49,229 | D | |
| Common Stock | May 11, 2018 | F | 3,638 | $56.15 | D | 45,591 | 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 AwardF5,F3,F4 | — | May 11, 2018 | M | 10,000 | D | — | May 12, 2019 | Common Stock | 10,000 | 10,000 | D |
Explanation of responses
- F1Represents the conversion upon vesting of performance stock units ("the Banked Units") into common stock pursuant to the achievement of specific adjusted EBITDA goals for the relevant performance period. See Footnote 4 to Table II.
- F2The reporting person is reporting the withholding by Envestnet, Inc. of shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of performance stock units.
- F3Each performance stock unit is the economic equivalent of one share of Envestnet, Inc. common stock.
- F4The reporting person was granted 30,000 Banked Units on May 12, 2016, with vesting over 3 consecutive one-year performance periods based on specific adjusted EBITDA goals for the relevant performance period such that 33.33% of Banked Units vest following the First Performance Period, 50% of the outstanding Banked Units vest following the Second Performance Period and 100% of the outstanding Banked Units vest following the Final Performance Period, as described in the 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.
- F5Each performance stock unit represents the contingent right to receive one share of common stock upon the vesting of the unit.