Sec Form 13D Filing - Impactive Capital LP filing for ENVESTNET INC. (ENV) - 2022-05-24

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Envestnet, Inc.

(Name of Issuer)

Common Stock, par value $0.005 per share

(Title of Class of Securities)

29404K106

(CUSIP Number)

LAUREN TAYLOR WOLFE

CHRISTIAN ASMAR

IMPACTIVE CAPITAL LP

152 West 57th Street, 17th Floor

New York, New York 10019

 

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 20, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 29404K106

  1   NAME OF REPORTING PERSON  
         
        Impactive Capital LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,480,418  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,480,418  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,480,418  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.3%  
  14   TYPE OF REPORTING PERSON  
         
        PN, IA  

  

2

CUSIP No. 29404K106

  1   NAME OF REPORTING PERSON  
         
        Impactive Capital LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,480,418  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
    ;       - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,480,418  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,480,418  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP No. 29404K106

 

  1   NAME OF REPORTING PERSON  
         
        Lauren Taylor Wolfe  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States of America  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,480,418  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,480,418  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,480,418  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.3%  
  14   T YPE OF REPORTING PERSON  
         
        IN  

  

4

CUSIP No. 29404K106

 

  1   NAME OF REPORTING PERSON  
         
        Christian Asmar  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States of America  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,480,418  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,480,418  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,480,418  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.3%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

5

CUSIP No. 29404K106

The following constitutes Amendment No. 1 to the Schedule 13D (“Amendment No. 1”) originally filed by the undersigned on April 6, 2022 (the “Schedule 13D”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

 

The 3,480,418 Shares beneficially owned by the Impactive Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 3,480,418 Shares beneficially owned by the Impactive Funds is approximately $262,560,452, including brokerage commissions.

 

Item 5.Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 55,187,306 Shares outstanding as of April 29, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022, filed with the SEC on May 6, 2022.

A.Impactive Capital
(a)As of the close of business on May 24, 2022, Impactive Capital beneficially owned 3,480,418 Shares held by the Impactive Funds.

Percentage: Approximately 6.3%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,480,418
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,480,418
(c)The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of the Schedule 13D are set forth on Schedule A and are incorporated herein by reference.
B.Impactive Capital GP
(a)As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially own the 3,480,418 Shares held by the Impactive Funds.

Percentage: Approximately 6.3%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,480,418
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,480,418
6

CUSIP No. 29404K106

(c)Impactive Capital GP has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of the Schedule 13D are set forth on Schedule A and are incorporated herein by reference.
C.Ms. Taylor Wolfe and Mr. Asmar
(a)Each of Ms. Taylor Wolfe and Mr. Asmar, as Managing Members of Impactive Capital GP, may be deemed to beneficially own the 3,480,418 Shares held by the Impactive Funds.

Percentage: Approximately 6.3%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,480,418
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,480,418
(c)Each of Ms. Taylor Wolfe and Mr. Asmar have not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of the Schedule 13D are set forth on Schedule A and are incorporated herein by reference.

7

CUSIP No. 29404K106

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 24, 2022

  Impactive Capital LP
   
  By: Impactive Capital LLC
    its General Partner
     
  By: /s/ Lauren Taylor Wolfe
    Name: Lauren Taylor Wolfe
    Title: Managing Member

 

 

  Impactive Capital LLC
   
  By:

/s/ Lauren Taylor Wolfe

    Name: Lauren Taylor Wolfe
    Title: Managing Member

 

 

   
 

/s/ Lauren Taylor Wolfe

  Lauren Taylor Wolfe

 

 

   
 

/s/ Christian Asmar

  Christian Asmar

8

CUSIP No. 29404K106

SCHEDULE A

Transactions in the Shares of the Issuer since the filing of the Schedule 13D

Nature of Transaction Amount of Shares
Purchased
Price per
Share ($)
Date of
Purchase

 

IMPACTIVE CAPITAL LP
(through the Impactive Funds)

Purchase of Common Stock 24,373 75.06 05/05/2022
Purchase of Common Stock 138,766 68.761 05/06/2022
Purchase of Common Stock 94,012 66.00 05/16/2022
Purchase of Common Stock 105,419 67.41 05/17/2022
Purchase of Common Stock 106,653 66.99 05/18/2022
Purchase of Common Stock 1,700 66.97 05/19/2022
Purchase of Common Stock 90,649 68.93 05/20/2022
Purchase of Common Stock 136,297 63.89 05/23/2022
Purchase of Common Stock 25,690 62.37 05/24/2022


1The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $67.94 to $68.98. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.