Sec Form 4 Filing - O'KEEFE KEVIN @ ENVIVIO INC - 2012-04-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
O'KEEFE KEVIN
2. Issuer Name and Ticker or Trading Symbol
ENVIVIO INC [ ENVI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
400 OYSTER POINT BOULEVARD, SUITE 325
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2012
(Street)
SOUTH SAN FRANCISCO, CA94080
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/30/2012( 1 ) A 59,942 A $ 0 59,942 D
Common Stock 04/30/2012 M 29,252 A $ 0.3 86,194 D
Common Stock 04/30/2012 S 29,252 D $ 8.37 59,942 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 0.3 04/30/2012 M 29,252 12/08/2010 12/07/2020 Common Stock 29,252 $ 0 206,466 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'KEEFE KEVIN
400 OYSTER POINT BOULEVARD, SUITE 325
SOUTH SAN FRANCISCO, CA94080
Chief Operating Officer
Signatures
/s/ Erik Miller, Attorney-in-Fact 05/02/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock underlying restricted stock units ("RSUs") that were granted on January 1, 2012. As granted, the vesting of the RSUs was subject to the occurrence of an initial public offering. Accordingly, these awards were not reportable for Section 16 purposes until the satisfaction of the performance vesting condition related to the the occurrence of an initial public offering. This performance condition was satisfied, and these RSUs became beneficially owned by the reporting person for Section 16 purposes upon the closing of the Issuer's initial public offering on June 30, 2013. 1/12th of the RSUs will vest on a quarterly basis following the expiration of the lock-up period, subject to the attainment of certain milestones based on the Issuer's stock price in the future.

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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