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)
05/29/2017

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	05/29/2017		M(8)		53	A	$0	1,676	D
Common Stock								9,209	I	See Footnote(1)
Common Stock								3,146	I	By Tiburon Strategic Advisors, LLC(7)

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							02/28/2017(2)	02/28/2026	Common Stock	5,655		5,655	I	See Footnote(1)
Director Stock Option (Right to Buy)	$31.7							03/28/2018(9)	03/28/2027	Common Stock	2,416(4)		2,416	I	See Footnote(1)
Restricted Stock Units	(3)	05/29/2017		M			53	(5)	02/28/2019	Common Stock	53	(4)	375	D
Restricted Stock Units	(3)							(6)	02/28/2018	Common Stock	1,463(4)		1,463	D
Restricted Stock Units	(3)							(5)	03/28/2020	Common Stock	2,208(4)		2,208	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 award is the economic equivalent of one share of Envestnet, Inc. Common Stock.

4. Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit.

5. This restricted stock award 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.

6. This restricted stock award 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.

7. Mr. Roame is Managing Partner of Tiburon Strategic Advisors, LLC ("Tiburon"). As Managing Partner of Tiburon, Mr. Roame may be deemed to have voting and investment power over the shares owned by Tiburon. Mr. Roame disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

8. Represents the issuance of Envestnet, Inc. common stock upon the vesting of restricted stock units effective May 29, 2017. The reporting person was granted 641 stock units on February 29, 2016 of which one-third of the total amount vested on February 28, 2017 (the first anniversary of the date of grant) and then one-twelfth of the total amount vests on each three-month anniversary. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2016.

9. This option grant vests over a 3-year period, one-third of the total amount vests on the first applicable date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter.

	/s/ Shelly O'Brien, by power of attorney for Charles Roame	05/31/2017
	** 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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