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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 | ||||||||
| Director Stock Option (Right to Buy) | $ 12.45 | 02/28/2013(2) | 02/28/2022 | Common Stock | 2,334 | 2,334 | I | See Footnote (1) | |||||||
| Director Stock Option (Right to Buy) | $ 15.34 | 02/28/2014(2) | 02/28/2023 | Common Stock | 8,116 | 8,116 | I | See Footnote (1) | |||||||
| Director Stock Option (Right to Buy) | $ 41.84 | 02/28/2015(2) | 02/28/2024 | Common Stock | 3,506 | 3,506 | I | See Footnote (1) | |||||||
| Director Stock Option (Right to Buy) | $ 55.29 | 02/28/2016(2) | 02/28/2025 | Common Stock | 2,913 | 2,913 | I | See Footnote (1) | |||||||
| Director Stock Option (Right to Buy) | $ 20.51 | 02/29/2016 | A | 5,655 (2) | 02/28/2017(1) | 02/28/2026 | Common Stock | 5,655 | $ 20.51 | 5,655 | I | See Footnote (1) | |||
| Restricted Stock Unit | (3) | (4) | 07/30/2016 | Common Stock | 164 (5) | 164 | D | ||||||||
| Restricted Stock Unit | (3) | 02/29/2016 | A | 641 | (6) | 02/28/2019 | Common Stock | 641 | $ 20.51 | 641 | D | ||||
| Restricted Stock Unit | (3) | 02/29/2016 | A | 4,876 | (7) | 02/28/2018 | Common Stock | 4,876 | $ 20.51 | 4,876 | D | ||||
| Restricted Stock Unit | (3) | 02/29/2016 | M | 1,950 | (8) | 02/28/2019 | Common Stock | 1,950 | (9) | 2,925 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Roame Charles 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL 60601 |
X | |||
| /s/ Shelly O'Brien, by power of attorney for Charles Roame | 03/02/2016 | |
| **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) | Represents shares held by a trust in which Mr. Roame is the trustee. |
| (2) | Original option grant vests monthly over a 4 year period, except that the shares that would otherwise vest over the first 12 months shall not vest until the first anniversary of the grant.as listed in the "Date Exercisable" column. |
| (3) | Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock. |
| (4) | The reporting person was granted 327 restricted stock units on July 30, 2014, of which 1/2 of the shares subject to the restricted stock units of the grant vested on July 30, 2015. The common stock into which such vested restricted stock units converted on July 30, 2015 is reported in Table I on this Form 4. The remaining unvested restricted stock units will continue to vest as to 1/2 of the original number of shares subject to the restricted stock unit on July 30, 2016. |
| (5) | Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit. |
| (6) | This restricted stock unit vests 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; and then one-twelfth of the total amount vests on each three-month anniversary. |
| (7) | This restricted stock unit vests over a 3 year period, 40% of the total amount vests on the date of the grant of restricted stock; and then 30% of the total amount vests on February 28, 2017 and the remaining 30% vests on February 28, 2018. |
| (8) | Represents the conversion upon vesting of restricted stock unit into common stock. The reporting person was granted 4,876 restricted stock units on February 29, 2016, of which 40% (1,950 shares) subject to the restricted stock units of the grant vested on February 29, 2016. |
| (9) | The reporting person was granted 4,876 restricted stock units on February 29, 2016, of which 40% (1,950 shares) subject to the restricted stock units of the grant vested on February 29, 2016. The common stock into which such vested restricted stock units converted on February 29, 2016 is reported in Table I on this Form 4. The remaining unvested restricted stock units will continue to vest as to 30% of the total amount on February 28, 2017 and the remaining 30% of the total amount will continue to vest on February 28, 2018. |