Sec Form 4 Filing - Bergman Judson @ ENVESTNET, INC. - 2017-05-12

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 Bergman Judson 2. Issuer Name and Ticker or Trading Symbol ENVESTNET, INC. [ ENV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 35 EAST WACKER DRIVE, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2017 (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 05/12/2017 M( 9 ) 41,666 A $ 0 707,925 D Common Stock 05/12/2017 F( 10 ) 19,042 D $ 0 688,883 D

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 36,000 36,000 D Employee Stock Option (Right to Buy) $ 7.15 05/15/2010( 1 ) 05/15/2019 Common Stock 15,000 15,000 D Employee Stock Option (Right to Buy) $ 9 07/28/2011( 2 ) 07/28/2020 Common Stock 376,000 376,000 D Employee Stock Option (Right to Buy) $ 12.55 02/28/2012( 2 ) 02/28/2021 Common Stock 10,000 10,000 D Employee Stock Option (Right to Buy) $ 12.45 02/28/2013( 2 ) 02/28/2022 Common Stock 7,951 7.951 D Employee Stock Option (Right to Buy) $ 15.34 02/28/2014( 2 ) 02/28/2023 Common Stock 9,408 9,408 D Employee Stock Option (Right to Buy) $ 41.84 02/28/2015( 2 ) 02/28/2024 Common Stock 20,300 20,300 D Employee Stock Option (Right to Buy) $ 53.88 02/29/2016( 2 ) 02/28/2025 Common Stock 17,400 17,400 D Employee Stock Option (Right to Buy) $ 20.51 02/28/2017( 7 ) 02/28/2026 Common Stock 8,932 8,932 D Employee Stock Option (Right to Buy) $ 31.03 05/12/2017( 7 ) 05/12/2026 Common Stock 25,000 25,000 D Employee Stock Option (Right to Buy) $ 31.7 03/28/2018( 7 ) 03/28/2027 Common Stock 11,518 11,518 D Restricted Stock Units ( 3 ) ( 5 ) 02/28/2018 Common Stock 3,867 ( 4 ) 3,867 D Restricted Stock Units ( 3 ) ( 6 ) 02/28/2019 Common Stock 5,955 ( 4 ) 5,955 D Performance Stock Unit Award ( 3 ) 05/12/2017 M 41,666 ( 8 ) 05/12/2019 Common Stock 41,666 ( 4 ) 83,334 D Restricted Stock Units ( 3 ) ( 6 ) 03/28/2020 Common Stock 34,554 ( 4 ) 34,554 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bergman Judson 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL60601 X Chief Executive Officer Signatures /s/ Shelly O'Brien, by power of attorney for Judson Bergman 05/16/2017 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 )Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock ( 4 )Each restricted unit represents the contingent right to receive one share of common stock upon the vesting of the unit. ( 5 )The reporting person was granted 11,600 restricted stock units on February 28, 2015. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested. ( 6 )These restricted stock units vest over a 3 year period, one third of the total amount vest on the first anniversary of the date of the grant of restricted stock; and then one-twelfth of the total amount vests on each three-month anniversary. ( 7 )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. ( 8 )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. ( 9 )Represents the conversion upon vesting of performance stock units "(the Banked Units") into common stock (the "Converted Common Stock ") pursuant to the achievement of specific adjusted EBITDA goals for the relevant performance period. The reporting person was granted 125,000 Banked Units on May 12, 2016 of which 33.33% of the Banked Units vested following the First Performance Period, 50% of the outstanding Banked Units will vest following the Second Performance Period and 100% of the outstanding Banked Units will vest 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. Such Banked Units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on May 13, 2016. ( 10 )The reporting person is reporting the withholding by Envestnet, Inc. of 19,042 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock to the reporting person on May12, 2017.

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