Charles Roame Form 4 ENVESTNET / Charles Roame 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^*

Roame Charles

(Last) (First) (Middle)

35 EAST WACKER DRIVE

SUITE 2400

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016

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	02/29/2016		M(6)		1,950	A	$0	1,950	D
Common Stock	02/29/2016		G		1,950	D	$0	7,342	I	See Footnote(1)
Common Stock	03/01/2016		P		325	A	$20.73	325	D
Common Stock	03/01/2016		G		325	D	$0	7,667	I	See Footnote(1)
Common Stock	03/02/2016		P		75	A	$20.04	75	D
Common Stock	03/02/2016		G		75	D	$0	7,742	I	See Footnote(1)

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
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

Explanation of Responses:

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.

	/s/ Shelly O'Brien, by power of attorney for Charles Roame	03/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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