Sec Form 4 Filing - Crager William @ ENVESTNET, INC. - 2017-10-27

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 Crager William 2. Issuer Name and Ticker or Trading Symbol ENVESTNET, INC. [ ENV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 35 EAST WACKER DRIVE, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 10/27/2017 (Street) CHICAGO, IL60601 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 10/27/2017 S( 10 ) 5,000 D $ 53.31 ( 11 ) 150,555 D Common Stock 100 I By wife

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 Employee Stock Option (Right to Buy) $ 7.5 04/30/2009( 1 ) 04/30/2018 Common Stock 14,000 14,000 D Employee Stock Option (Right to Buy) $ 7.15 05/15/2010( 1 ) 05/15/2019 Common Stock 12,000 12,000 D Employee Stock Option (Right to Buy) $ 9 07/28/2011( 2 ) 07/28/2020 Common Stock 164,000 164,000 D Employee Stock Option (Right to Buy) $ 12.55 02/28/2012( 1 ) 02/28/2021 Common Stock 25,000 25,000 D Employee Stock Option (Right to Buy) $ 12.45 02/28/2013( 1 ) 02/28/2022 Common Stock 13,954 13,954 D Employee Stock Option (Right to Buy) $ 15.34 02/28/2014( 1 ) 02/28/2023 Common Stock 13,500 13,500 D Employee Stock Option (Right to Buy) $ 41.84 02/28/2015( 1 ) 02/28/2024 Common Stock 14,100 14,100 D Employee Stock Option (Right to Buy) $ 53.88 02/28/2016( 1 ) 02/27/2025 Common Stock 11,400 11,400 D Employee Stock Option (Right to Buy) $ 20.51 02/28/2017( 4 ) 02/28/2026 Common Stock 5,852 5,852 D Employee Stock Option (Right to Buy) $ 31.7 03/28/2018( 3 ) 03/28/2027 Common Stock 5,733 5,733 D Restricted Stock Units ( 5 ) ( 7 ) 02/28/2018 Common Stock 2,534 ( 6 ) 2,534 D Restricted Stock Units ( 5 ) ( 8 ) 02/28/2019 Common Stock 2,928 ( 6 ) 2,928 D Performance Stock Unit Award ( 5 ) ( 9 ) 05/12/2019 Common Stock 33,334 ( 6 ) 33,334 D Restricted Stock Units ( 5 ) ( 8 ) 03/28/2020 Common Stock 17,200 ( 6 ) 17,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Crager William 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL60601 President Signatures /s/ Shelly O'Brien, by power of attorney for William Crager 10/31/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option grant vests over a 3 year period; one-third of the total amount vests on each anniversary of the date of grant. ( 2 )This option grant vests over a 4 year period; one-fourth of the total amount vests on each anniversary of the date of grant. ( 3 )This option grant vests over a 3 year period; one-third of the total amount vests on the first anniversary of the date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter. ( 4 )This option grant vests over a 3 year period; one-twelfth of the total amount vests on each three-month anniversary of the sate of grant. ( 5 )Each restricted stock unit or performance stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock ( 6 )Each restricted stock unit or performance stock unit represents the contingent right to receive one share of common stock upon the vesting of the unit. ( 7 )These restricted stock units vest over a 3-year period; one-third of the total amount vests on each anniversary of the date of grant. ( 8 )These restricted stock units vest 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 units and then one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter. ( 9 )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. ( 10 )Sale pursuant to 10b5-1 Plan. ( 11 )The Common Shares reported herein as being sold were sold at a range of between $52.85 and $53.60 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.

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).

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