Financial Engines Form 4 Financial Engines / Kelly O'Donnell ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

O'Donnell Kelly

(Last) (First) (Middle)

1050 ENTERPRISE WAY

3RD FLOOR

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Financial Engines, Inc. [ FNGN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CAO & CRO

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2017

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/01/2017		M		3,333	A	$31.43	19,874	D
Common Stock	03/01/2017		S(1)		3,333	D	$45.5	16,541	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$44.3	02/28/2017		A		45,158		(2)	02/28/2027	Common Stock	45,158	$0.00	45,158	D
Restricted Stock Units	$0.00(3)	02/28/2017		A		16,931		(4)	(5)	Common Stock	16,931	$0.00	16,931	D
Employee Stock Option (Right to Buy)	$31.43	03/01/2017		M			3,333	(6)	11/11/2024	Common Stock	3,333	$0.00	66,780	D

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on May 13, 2016.

2. The option award vests as to 11,289 shares on 2/26/2018, and the remaining shares vest monthly thereafter from 3/26/2018 to 2/26/2021.

3. Each restricted stock unit represents a contingent right to receive one share of Financial Engines, Inc. common stock.

4. The restricted stock units vest in four annual installments beginning 2/26/2018.

5. No Expiration date.

6. The option award vests as to 18,362 shares on 11/11/15, and the remaining shares vest monthly thereafter from 12/11/15 to 11/11/18.

Remarks:

	/s/ Jeffery C. Grace, Attorney-in-Fact for Kelly O'Donnell	03/01/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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