Sec Form 4 Filing - SPRENG R DAVID @ ENVIVIO INC - 2012-04-30

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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
SPRENG R DAVID
2. Issuer Name and Ticker or Trading Symbol
ENVIVIO INC [ ENVI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CRESCENDO VENTURES, 600 HANSEN WAY
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2012
(Street)
PALO ALTO, CA94304
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 C 102,855 A 452,653 I By Crescendo Holdings IV, LLC ( 2 )
Common Stock 04/30/2012 C 11,914 A 110,324 I By Crescendo IV AG & Co. Beteiligungs KG ( 3 )
Common Stock 04/30/2012 C 118,011 A 194,255 I By Crescendo IV Coinvestment Fund, LLC ( 4 )
Common Stock 04/30/2012 C 4,043 A 10,616 I By Crescendo IV Entrepreneur Fund A, L.P. ( 5 )
Common Stock 04/30/2012 C 9,885 A 26,153 I By Crescendo IV Entrepreneur Fund, L.P. ( 6 )
Common Stock 04/30/2012 C 652,086 A 2,634,846 I By Crescendo IV, L.P. ( 7 )
Common Stock 04/30/2012 S 15,049 D $ 8.37 437,604 I By Crescendo Holdings IV, LLC ( 2 )
Common Stock 04/30/2012 S 3,668 D $ 8.37 106,656 I By Crescendo IV AG & Co. Beteiligungs KG ( 3 )
Common Stock 04/30/2012 S 6,453 D $ 8.37 187,802 I By Crescendo IV Coinvestment Fund, LLC ( 4 )
Common Stock 04/30/2012 S 353 D $ 8.37 10,263 I By Crescendo IV Entrepreneur Fund A, L.P. ( 5 )
Common Stock 04/30/2012 S 869 D $ 8.37 25,284 I By Crescendo IV Entrepreneur Fund, L.P. ( 6 )
Common Stock 04/30/2012 S 87,635 D $ 8.37 2,547,211 I By Crescendo IV, L.P. ( 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 (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
Series G2 Preferred Stock ( 1 ) 04/30/2012 C 21,810 ( 1 ) ( 1 ) Common Stock 21,810 $ 0 0 I By Crescendo Holdings IV, LLC ( 2 )
Series G2 Preferred Stock ( 1 ) 04/30/2012 C 4,217 ( 1 ) ( 1 ) Common Stock 4,217 $ 0 0 I By Crescendo IV AG & Co. Beteiligungs KG ( 3 )
Series G2 Preferred Stock ( 1 ) 04/30/2012 C 40,879 ( 1 ) ( 1 ) Common Stock 40,879 $ 0 0 I By Crescendo IV Coinvestment Fund, LLC ( 4 )
Series G2 Preferred Stock ( 1 ) 04/30/2012 C 1,431 ( 1 ) ( 1 ) Common Stock 1,431 $ 0 0 I By Crescendo IV Entrepreneur Fund A, L.P. ( 5 )
Series G2 Preferred Stock ( 1 ) 04/30/2012 C 3,499 ( 1 ) ( 1 ) Common Stock 3,499 $ 0 0 I By Crescendo IV Entrepreneur Fund, L.P. ( 6 )
Series G2 Preferred Stock ( 1 ) 04/30/2012 C 231,701 ( 1 ) ( 1 ) Common Stock 231,701 $ 0 0 I By Crescendo IV, L.P. ( 7 )
Series H2 Preferred Stock ( 1 ) 04/30/2012 C 81,045 ( 1 ) ( 1 ) Common Stock 81,045 $ 0 0 I By Crescendo Holdings IV, LLC ( 2 )
Series H2 Preferred Stock ( 1 ) 04/30/2012 C 7,697 ( 1 ) ( 1 ) Common Stock 7,697 $ 0 0 I By Crescendo IV AG & Co. Beteiligungs KG ( 3 )
Series H2 Preferred Stock ( 1 ) 04/30/2012 C 77,132 ( 1 ) ( 1 ) Common Stock 77,132 $ 0 0 I By Crescendo IV Coinvestment Fund, LLC ( 4 )
Series H2 Preferred Stock ( 1 ) 04/30/2012 C 2,612 ( 1 ) ( 1 ) Common Stock 2,612 $ 0 0 I By Crescendo IV Entrepreneur Fund A, L.P. ( 5 )
Series H2 Preferred Stock ( 1 ) 04/30/2012 C 6,386 ( 1 ) ( 1 ) Common Stock 6,386 $ 0 0 I By Crescendo IV Entrepreneur Fund, L.P. ( 6 )
Series H2 Preferred Stock ( 1 ) 04/30/2012 C 420,385 ( 1 ) ( 1 ) Common Stock 420,385 $ 0 0 I By Crescendo IV, L.P. ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SPRENG R DAVID
C/O CRESCENDO VENTURES
600 HANSEN WAY
PALO ALTO, CA94304
X X
Signatures
/s/ R. David Spreng 05/02/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series G2 and H2 Preferred Stock automatically converted into shares of common stock upon the closing of the Issuer's initial public offering, on a one-for-one basis and had no expiration date.
( 2 )Consists of shares owned by Crescendo Holdings. Crescendo Ventures, as the Manager of Crescendo Holdings, may be deemed to beneficially own the shares owned by Crescendo Holdings. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo Holdings except to the extent of his or its pecuniary interest therein.
( 3 )Consists of shares owned by Crescendo KG. Crescendo GI, as the Managing Partner of Crescendo KG, may be deemed to beneficially own the shares owned by Crescendo KG. Mr Spreng and Crescendo GI disclaim beneficial ownership of the shares owned by Crescendo KG except to the extent of his or its pecuniary interest therein.
( 4 )Consists of shares owned by Crescendo Coinvestment. Mr Spreng as the Managing Member of Crescendo Coinvestment, may be deemed to beneficially own the shares owned by Crescendo Coinvestment. Mr Spreng disclaims beneficial ownership of the shares owned by Crescendo Coinvestment except to the extent of his or its pecuniary interest therein.
( 5 )Consists of shares owned by Crescendo EFA. Crescendo Ventures, as the General Partner of Crescendo EFA, may be deemed to beneficially own the shares owned by Crescendo EFA. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo EFA except to the extent of his or its pecuniary interest therein.
( 6 )Consists of shares owned by Crescendo EF. Crescendo Ventures, as the General Partner of Crescendo EF, may be deemed to beneficially own the shares owned by Crescendo EF. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo EF except to the extent of his or its pecuniary interest therein.
( 7 )Consists of shares owned by Crescendo IV. Crescendo Ventures, as the General Partner of Crescendo IV, may be deemed to beneficially own the shares owned by Crescendo IV. Mr Spreng and Crescendo Ventures disclaim beneficial ownership of the shares owned by Crescendo IV except to the extent of his or its pecuniary interest therein.

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