Sec Form 4 Filing - Mayer Joshua @ ENVESTNET, INC. - 2016-12-29

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Mayer Joshua 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 Operating Officer (Last) (First) (Middle) 35 EAST WACKER DRIVE, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2016 (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 12/29/2016 S 2,439 D $ 35.6 ( 9 ) 2,238 D Common Stock 42 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) $ 7.15 05/15/2010( 1 ) 05/15/2019 Common Stock 800 800 D Employee Stock Option (Right to Buy) $ 9 07/28/2011( 2 ) 02/28/2020 Common Stock 20,000 20,000 D Employee Stock Option (Right to Buy) $ 12.55 02/28/2012( 1 ) 02/28/2021 Common Stock 10,000 10,000 D Employee Stock Option (Right to Buy) $ 12.45 02/28/2013( 1 ) 02/28/2022 Common Stock 4,418 4,418 D Employee Stock Option (Right to Buy) $ 15.34 02/28/2014( 1 ) 02/28/2023 Common Stock 8,000 8,000 D Employee Stock Option (Right to Buy) $ 41.84 02/28/2015( 1 ) 02/28/2024 Common Stock 6,200 6,200 D Employee Stock Option (Right to Buy) $ 53.88 02/28/2016( 1 ) 02/28/2025 Common Stock 6,000 6,000 D Employee Stock Option (Right to Buy) $ 20.51 02/28/2017( 3 ) 02/28/2026 Common Stock 3,234 3,234 D Restricted Stock Unit ( 4 ) ( 6 ) 02/28/2016 Common Stock 1,334 ( 5 ) 1,334 D Restricted Stock Unit ( 4 ) ( 6 ) 02/28/2017 Common Stock 2,667 ( 5 ) 2,667 D Restricted Stock Unit ( 4 ) ( 7 ) 02/28/2019 Common Stock 3,234 ( 5 ) 3,234 D Restricted Stock Award ( 4 ) ( 8 ) 08/02/2019 Common Strock 45,000 35,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mayer Joshua 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL60601 C hief Operating Officer Signatures /s/ Shelly O'Brien, by power of attorney for Joshua Mayer 12/30/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column. ( 2 )Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column. ( 3 )This option grant vests over a 3 year period, one-third of the total amount vests on the first anniversary of the applicable date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter. ( 4 )Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock ( 5 )Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit. ( 6 )This restricted stock award vests in three equal installments annually beginning on the first anniversary of the date of the grant of restricted stock. ( 7 )This restricted stock unit vests over a 3 year period, with 1/3 of the shares vesting on the first anniversary of the date of grant and one-twelfth of the total amount vesting on each three-month anniversary of the date of grant. ( 8 )This restricted stock unit vests over a 3 year period, with one-twelfth of the total amount vesting on each three-month anniversary of the date of grant. ( 9 )The shares reported in column 4 were sold in one transaction with a price of $35.60 per share.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.