Sec Form 4 Filing - Thomas Brandon @ ENVESTNET, INC. - 2015-12-24

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 Thomas Brandon 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) Chief Investment Officer (Last) (First) (Middle) 35 EAST WACKER DRIVE, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 12/24/2015 (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 12/24/2015 M 12,000 A $ 7.5 242,421 D Common Stock 12/24/2015 S 12,000 D $ 30.77 ( 2 ) 230,421 D Common Stock 12/28/2015 M 9,000 A $ 7.5 239,421 D Common Stock 12/28/2015 S 9,000 D $ 30.51 ( 11 ) 230,421 D Common Stock 12/28/2015 M 6,000 A $ 7.15 236,421 D Common Stock 12/28/2015 S 6,000 D $ 30.51 ( 13 ) 230,421 D Common Stock 12/29/2015 M 35,000 A $ 9 265,421 D Common Stock 12/29/2015 S 35,000 D $ 30.25 ( 15 ) 230,421 D Common Stock 13,938 I See footnote ( 3 )

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 12/24/2015 S 12,000 04/26/2007( 1 )( 4 ) 04/26/2017 Common Stock 12,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 7.5 12/28/2015 S 9,000 04/30/2008( 10 )( 4 ) 04/30/2018 Common Stock 9,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 7.15 12/28/2015 S 6,000 04/30/2009( 12 )( 5 ) 04/30/2019 Common Stock 6,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 9 12/29/2015 S 35,000 07/28/2011( 14 )( 4 ) 02/28/2020 Common Stock 62,000 $ 0 27,000 D Employee Stock Option (Right to Buy) $ 12.55 02/28/2012( 4 ) 02/28/2021 Common Stock 10,000 10,000 D Employee Stock Option (Right to Buy) $ 12.45 02/28/2013( 4 ) 02/28/2022 Common Stock 7,647 7,647 D Employee Stock Option (Right to Buy) $ 15.34 02/28/2014( 4 ) 02/28/2023 Common Stock 8,000 8,000 D Employee Stock Option (Right to Buy) $ 41.84 02/28/2015( 4 ) 02/28/2024 Common Stock 6,200 6,200 D Employee Stock Option (Right to Buy) $ 53.88 02/29/2016( 6 ) 02/28/2025 Common Stock 4,800 4,800 D Restricted Stock Award ( 7 ) 02/29/2016( 9 ) 02/28/2016 Common Stock 1,040 ( 8 ) 1,040 D Restricted Stock Award ( 7 ) 02/29/2016( 9 ) 02/28/2017 Common Stock 2,667 ( 8 ) 2,667 D Restricted Stock Award ( 7 ) 02/29/2016( 9 ) 02/28/2018 Common Stock 3,200 ( 8 ) 3,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thomas Brandon 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL60601 Chief Investment Officer Signatures /s/ Shelly O'Brien, by power of attorney for Brandon Thomas 12/29/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )A total of 12,000 options were granted on 4/26/2007. 12,000 options were vested and exercisable as of December 24, 2015. ( 2 )The prices reported in column 4 is a weighted average price. The shares were sold in multiple transactions at respective prices ranging from $30.66 to $30.84, inclusive. ( 3 )Represents shares held by a trust in which Mr. Thomas is the trustee. ( 4 )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. ( 5 )Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column. ( 6 )Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column. ( 7 )Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock ( 8 )Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit. ( 9 )This restricted stock award vests in three installments beginning on the first anniversary of the date of the grant of restricted stock. ( 10 )A total of 9,000 options were granted on 4/30/2008. 9,000 options were vested and exercisable as of December 28, 2015 ( 11 )The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at respective prices ranging from $30.42 to $30.57, inclusive. ( 12 )A total of 6,000 options were granted on 5/15/2009. 6,000 options were vested and exercisable as of December 28, 2015 ( 13 )The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at respective prices ranging from $30.42 to $30.57, inclusive. ( 14 )A total of 62,000 options were granted on 7/30/2010. 62,000 ptions were vested and exercisable as of December 29, 2015 ( 15 )The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at respective prices ranging from $30.17 to $30.37, inclusive.

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