Edgar Filing: ENVESTNET, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

AOS Partners, LP

2. Issuer Name and Ticker or Trading Symbol
ENVESTNET, INC. [ENV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

35 EAST WACKER DRIVE, SUITE 2400,

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2010

(Street)

CHICAGO, IL 60601

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/03/2010		J⁽¹⁾		4,824,008 ⁽²⁾	A	⁽²⁾	6,903,651	D

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽³⁾ ⁽⁴⁾

08/03/2010

3,960,000 ⁽³⁾ ⁽⁴⁾

⁽³⁾⁽⁴⁾

Common Stock

3,960,000

⁽³⁾ ⁽⁴⁾

Series B Preferred Stock

⁽⁵⁾ ⁽⁶⁾

08/03/2010

411,130 ⁽⁵⁾ ⁽⁶⁾

⁽⁵⁾⁽⁶⁾

Common Stock

411,130

⁽⁵⁾ ⁽⁶⁾

Series C Preferred Stock

⁽⁷⁾ ⁽⁸⁾

08/03/2010

201,219 ⁽⁷⁾ ⁽⁸⁾

⁽⁷⁾⁽⁸⁾

Common Stock

201,219

⁽⁷⁾ ⁽⁸⁾

Common Stock

⁽⁹⁾ ⁽¹⁰⁾

08/03/2010

J⁽¹⁾

251,659 ⁽⁹⁾ ⁽¹⁰⁾

⁽⁹⁾⁽¹⁰⁾

Common Stock

251,659

⁽⁹⁾ ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AOS Partners, LP 35 EAST WACKER DRIVE, SUITE 2400 CHICAGO, IL 60601		X
GRP II Investors, L.P. 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL 60601		X
GRP II Partners, L.P. 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL 60601		X
GRPVC, L.P. 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL 60601		X

Signatures

/s/ Shelly O'Brien, by power of attorney for AOS Partners, L.P.		08/05/2010
^**Signature of Reporting Person		Date
/s/ Shelly O'Brien, by power of attorney for GRP II Investors, L.P.		08/05/2010
^**Signature of Reporting Person		Date
/s/ Shelly O'Brien, by power of attorney for GRP II Partners, L.P.		08/05/2010
^**Signature of Reporting Person		Date
/s/ Shelly O'Brien, by power of attorney for GRPVC, L.P.		08/05/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	On August 3, 2010, The EnvestNet Group, Inc. ("ENG") merged with and into the Issuer, with the Issuer being the surviving entity. Pursuant to the merger, all of the shareholders of ENG, including the Reporting Person, exchanged their ENG common shares and preferred shares for shares of the Issuer's Common Stock and all of the Issuer common shares and preferred shares that were held by the Reporting Person became part of the Issuer's treasury stock. The shares referred to in this Table I reflect the Reporting Person's acquisition of Issuer Common Stock pursuant to such exchange.
(2)	Represents shares of the Issuer's Common Stock acquired by AOS Partners, LP, GRPVC, LP, GRP II Investors, LP and GRP II Partners LP as a result of the merger of ENG with and into the Issuer.
(3)	Represents 2,657,600 shares of the Issuer's Common Stock acquired as a result of the conversion of the AOS Partners, LP's holdings of Series A Preferred Stock of the Issuer, 923,040 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRPVC, LP's holdings of Series A Preferred Stock of the Issuer, 254,240 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Investors, LP's holdings of Series A Preferred Stock of the Issuer, and 125,120 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Partners, LP's holdings of Series A Preferred Stock of the Issuer. (Continued in Footnote 4)
(4)	Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series A Preferred Stock converted into 160 shares of the Issuer's Common Stock. The Issuer's Preferred Stock had no expiration date. These numbers reflect the conversion and do not represent the actual number of shares of Issuer Preferred Stock previously beneficially owned by the Reporting Person.
(5)	Represents 271,573 shares of the Issuer's Common Stock acquired as a result of the conversion of the AOS Partners, LP's holdings of Series B Preferred Stock of the Issuer, 94,333 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRPVC, LP's holdings of Series B Preferred Stock of the Issuer, 32,890 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Investors, LP's holdings of Series A Preferred Stock of the Issuer, and 12,334 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Partners, LP's holdings of Series B Preferred Stock of the Issuer. (Continued Footnote 6)
(6)	Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series B Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Preferred Stock had no expiration date. These numbers reflect the conversion and do not represent the actual number of shares of Issuer Preferred Stock previously beneficially owned by the Reporting Person.
(7)	Represents 134,028 shares of the Issuer's Common Stock acquired as a result of the conversion of the AOS Partners, LP's holdings of Series C Preferred Stock of the Issuer, 47,070 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRPVC, LP's holdings of Series C Preferred Stock of the Issuer, 16,097 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Investors, LP's holdings of Series C Preferred Stock of the Issuer, and 4,024 shares of the Issuer's Common Stock acquired as a result of the conversion of the GRP II Partners, LP's holdings of Series C Preferred Stock of the Issuer. (Continued Footnote 8)
(8)	Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Preferred Stock had no expiration date. These numbers reflect the conversion and do not represent the actual number of shares of Issuer Preferred Stock previously beneficially owned by the Reporting Person.
(9)	Represents 154,981 shares of the Issuer's Common Stock acquired as a result of the exchange of the AOS Partners, LP's holdings of ENG Common Stock, 71,513 shares of the Issuer's Common Stock acquired as a result of the exchange of the GRPVC, LP's holdings of ENG Common Stock, 20,132 shares of the Issuer's Common Stock acquired as a result of the exchange of the GRP II Investors, LP's holdings of ENG Common Stock, and 5,033 shares of the Issuer's Common Stock acquired as a result of the exchange of the GRP II Partners, LP's holdings of ENG Common Stock. (Continued Footnote 10)
(10)	Effective upon the closing of the Issuer's initial public offering, each share of ENG common stock was exchanged for 0.0935 shares of the Issuer's Common Stock. These number reflect that exchange and do not represent the actual number of shares of ENG common stock previously beneficially owned by AOS Partners, LP, GRPVC, LP, GRP II Investors, LP and GRP II Partners LP. The ENG common stock had no expiration date.

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