Financial Engines Form 4 / Christopher L. Jones 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Jones Christopher L.

(Last)

(First)

(Middle)

1050 ENTERPRISE WAY

3RD FLOOR

(Street)

SUNNYVALE

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 & Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/19/2018		D		54,566	D	$45⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00⁽²⁾	07/19/2018		D			5,250	⁽³⁾	⁽³⁾	Common Stock	5,250	$0.00	0	D
Restricted Stock Units	$0.00⁽²⁾	07/19/2018		D			20,334	⁽³⁾	⁽³⁾	Common Stock	20,334	$0.00	0	D
Restricted Stock Units	$0.00⁽²⁾	07/19/2018		D			14,814	⁽³⁾	⁽³⁾	Common Stock	14,814	$0.00	0	D
Restricted Stock Units	$0.00⁽²⁾	07/19/2018		D			25,291	⁽³⁾	⁽³⁾	Common Stock	25,291	$0.00	0	D
Employee Stock Option (Right to Buy)	$7.99	07/19/2018		D			8,514	⁽⁴⁾	⁽⁴⁾	Common Stock	8,514	$0.00	0	D
Employee Stock Option (Right to Buy)	$21.39	07/19/2018		D			39,420	⁽⁴⁾	⁽⁴⁾	Common Stock	39,420	$0.00	0	D
Employee Stock Option (Right to Buy)	$26.22	07/19/2018		D			48,570	⁽⁴⁾	⁽⁴⁾	Common Stock	48,570	$0.00	0	D
Employee Stock Option (Right to Buy)	$55.96	07/19/2018		D			26,635	⁽⁴⁾	⁽⁴⁾	Common Stock	26,635	$0.00	0	D
Employee Stock Option (Right to Buy)	$31.43	07/19/2018		D			115,414	⁽⁴⁾	⁽⁴⁾	Common Stock	115,414	$0.00	0	D
Employee Stock Option (Right to Buy)	$26.43	07/19/2018		D			96,371	⁽⁴⁾	⁽⁴⁾	Common Stock	96,371	$0.00	0	D
Employee Stock Option (Right to Buy)	$44.3	07/19/2018		D			52,684	⁽⁴⁾	⁽⁴⁾	Common Stock	52,684	$0.00	0	D
Employee Stock Option (Right to Buy)	$34.4	07/19/2018		D			71,554	⁽⁴⁾	⁽⁴⁾	Common Stock	71,554	$0.00	0	D

Explanation of Responses:

1. 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"). 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.

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

3. At 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.

4. At 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").

	/s/ Robert Mills, Attorney-in-Fact For: Christopher L. Jones	07/23/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Financial Engines Inactive Form 4Financial Engines / Christopher L. Jones ownership change