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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 7.5 | 06/16/2008(1) | 06/06/2018 | Common Stock | 173,437 | 173,437 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 9 | 07/28/2011(2) | 07/28/2020 | Common Stock | 86,000 | 86,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 12.55 | 02/28/2012(3) | 02/28/2021 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 12.45 | 02/28/2013(3) | 02/28/2022 | Common Stock | 10,195 | 10,195 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 15.34 | 02/28/2014(3) | 02/28/2023 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 41.84 | 02/28/2015(3) | 02/28/2024 | Common Stock | 10,600 | 10,600 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 53.88 | 02/28/2016(3) | 02/27/2025 | Common Stock | 8,250 | 8,250 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 20.51 | 02/28/2017(7) | 02/28/2026 | Common Stock | 4,235 | 4,235 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 31.7 | 03/28/2018(7) | 03/28/2027 | Common Stock | 3,850 | 3,850 | D | ||||||||
| Restricted Stock Units | (4) | (6) | 02/28/2018 | Common Stock | 1,834 (5) | 1,834 | D | ||||||||
| Restricted Stock Units | (4) | 08/29/2017 | M | 353 | (8) | 02/28/2019 | Common Stock | 353 | (5) | 2,118 | D | ||||
| Performance Stock Unit Award | (4) | (9) | 05/12/2019 | Common Stock | 20,000 (5) | 20,000 | D | ||||||||
| Restricted Stock Units | (4) | (8) | 03/28/2020 | Common Stock | 11,550 (5) | 11,550 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| D'Arrigo Peter 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL 60601 |
Chief Financial Officer | |||
| /s/ Shelly O'Brien, by power of attorney for Peter D'Arrigo | 08/31/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 220,000 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. |
| (2) | This option grant vests over a 4 year period; one-fourth of the total amount vests on each anniversary of the date of grant. |
| (3) | This option grant vests over a 3 year period; one-third of the total amount vests on each anniversary of the date of grant. |
| (4) | Each restricted stock unit or performance stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock |
| (5) | Each restricted stock unit or performance stock unit represents the contingent right to receive one share of common stock upon vesting of the unit. |
| (6) | These restricted stock units vests over a 3-year period; one-third of the total amount vests on each anniversary of the date of grant. |
| (7) | This 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. |
| (8) | These 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. |
| (9) | The 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. |
| (10) | Represents 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. |
| (11) | The 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. |