SEC Form 4 · accession 0001209191-18-043637

Financial Engines, Inc. · FNGN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gina M Cruse

Officer — EVP, Human Resources

Period of report

Jul 19, 2018

Accepted (ET)

Jul 23, 2018 · 5:30 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001430592

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—		—	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F2,F3	$0.00	Jul 19, 2018	D	1,390	D	—	—	Common Stock	1,390	D
Restricted Stock Units^F2,F3	$0.00	Jul 19, 2018	D	6,101	D	—	—	Common Stock	6,101	D
Restricted Stock Units^F2,F3	—	Jul 19, 2018	D	4,656	D	—	—	Common Stock	4,656	D
Restricted Stock Units^F2,F3	—	Jul 19, 2018	D	7,995	D	—	—	Common Stock	7,995	D
Employee Stock Option (Right to Buy)^F4	$40.47	Jul 19, 2018	D	14,237	D	—	—	Common Stock	14,237	D
Employee Stock Option (Right to Buy)^F4	$26.43	Jul 19, 2018	D	28,912	D	—	—	Common Stock	28,912	D
Employee Stock Option (Right to Buy)^F4	$44.30	Jul 19, 2018	D	16,558	D	—	—	Common Stock	16,558	D
Employee Stock Option (Right to Buy)^F4	$34.40	Jul 19, 2018	D	22,618	D	—	—	Common Stock	22,618	D

Explanation of responses

F1This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among Financial Engines, Inc. (the "Company"), Edelman Financial, L.P., (the "Parent"), and Flashdance Merger Sub, Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on May 2, 2018, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on July 19, 2018 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $45.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes.
F2Each restricted stock unit represents a contingent right to receive one share of Financial Engines, Inc. common stock.
F3At the Effective Time, each outstanding restricted stock unit award became fully vested and was cancelled and converted into the right to receive the Merger Consideration in respect of each vested share of common stock of the Company subject to such award, in each case subject to withholding taxes if applicable.
F4At the Effective Time, each outstanding option to acquire shares of common stock of the Company became fully vested (to the extent unvested) and was cancelled and converted into the right to receive the product of (1) the excess, if any, of the Merger Consideration over the applicable exercise price of such option, multiplied by (2) the total number of shares of common stock of the Company subject to such option, subject to applicable withholding taxes. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration.

Remarks

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among Financial Engines, Inc. (the "Company"), Edelman Financial, L.P., (the "Parent"), and Flashdance Merger Sub, Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on May 2, 2018, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on July 19, 2018 (the "Effective Time").