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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 | ||||||||
| Employee Stock Option (Right to Buy) | $ 7.5 | 06/17/2016 | S | 6,000 | 06/06/2008(1)(15) | 06/16/2018 | Common Stock | 186,937 | $ 0 | 180,937 | D | ||||
| Employee Stock Option (Right to Buy) | $ 9 | 07/28/2011(2) | 02/28/2020 | Common Stock | 86,000 | 86,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 12.55 | 02/28/2012(3) | 02/28/2021 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 12.45 | 02/28/2013(3) | 02/28/2022 | Common Stock | 10,195 | 10,195 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 15.34 | 02/28/2014(3) | 02/28/2023 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 41.84 | 02/28/2015(3) | 02/28/2024 | Common Stock | 10,600 | 10,600 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 53.88 | 02/28/2016(3) | 02/28/2025 | Common Stock | 8,250 | 8,250 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 20.51 | 02/28/2017(8) | 02/28/2025 | Common Stock | 4.235 | 4,235 | D | ||||||||
| Restricted Stock Unit | (4) | (6) | 02/28/2017 | Common Stock | 2,200 (5) | 2,200 | D | ||||||||
| Restricted Stock Unit | (4) | (7) | 02/28/2018 | Common Stock | 1,833 (5) | 3,667 | D | ||||||||
| Restricted Stock Unit | (4) | (9) | 02/28/2019 | Common Stock | 4,235 (5) | 4,235 | D | ||||||||
| Performance Stock Unit Award | (4) | (10) | 05/12/2019 | Common Stock | 30,000 | 30,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| D'Arrigo Peter 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL 60601 |
Chief Financial Officer | |||
| /s/ Shelly O'Brien, by power of attorney for Peter D'Arrigo | 06/20/2016 | |
| **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) | Original option grant vests in four installments beginning on the first date of grant and thereafter on the first anniversary of the date of grant as listed in the "Date Exercisable" column. |
| (2) | Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column. |
| (3) | Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column. |
| (4) | Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock |
| (5) | Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit. |
| (6) | The reporting person was granted 6,600 restricted stock units on February 28, 2014. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested. |
| (7) | The reporting person was granted 5,500 restricted stock units on February 28, 2015. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested. |
| (8) | This option grant vests over a 3 year period, one-third of the total amount vests on the first anniversary of the applicable date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter. |
| (9) | This restricted stock unit vests over a 3 year period, with one-twelfth of the total amount vesting on each three-month anniversary of the date of grant. |
| (10) | The Reporting Person will earn a percentage of his performance stock unit award ("Banked Units") based on specific adjusted EBIDTA goals for the relevant performance period. This performance stock unit award vests over a 3 consecutive one-year performance periods, with 33.33% of Banked Units vesting following the First Performance Period, 50% of the outstanding Banked Units following the Second Performance Period and 100% of the outstanding Banked Units following the Final Performance Period, as described in the executive's employment agreement dated May 12, 2016 by and between the Company and the Reporting Person. |
| (11) | Open market exercise and sale. |
| (12) | The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.65 to $35.67, inclusive. |
| (13) | Total includes 6,294 shares of Common Stock transferred from the reporting person's direct ownership to the reporting person's indirect ownership by a joint account held with the reporting person's wife on May 9, 2016. |
| (14) | The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.69 to $35.70, inclusive. |
| (15) | A total of 220,000 options were granted on 6/16/2008. 186,937 options were vested and exercisable as of 6/17/2016. |