Sec Form 4 Filing - Thomas Brandon @ ENVESTNET, INC. - 2017-05-29

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

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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) 05/29/2017 (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 05/29/2017 M( 10 ) 205 A $ 0 238,586 D Common Stock 05/29/2017 F( 11 ) 64 D $ 0 238,522 D Common Stock 13,938 I See footnote ( 1 )

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) $ 9 07/28/2011( 2 ) 02/28/2020 Common Stock 27,000 27,000 D Employee Stock Option (Right to Buy) $ 12.55 02/28/2012( 3 ) 02/28/2021 Common Stock 10,000 10,000 D Employee Stock Option (Right to Buy) $ 12.45 02/28/2013( 3 ) 02/28/2022 Common Stock 7,647 7,647 D Employee Stock Option (Right to Buy) $ 15.34 02/28/2014( 3 ) 02/28/2023 Common Stock 8,000 8,000 D Employee Stock Option (Right to Buy) $ 41.84 02/28/2015( 3 ) 02/28/2024 Common Stock 6,200 6,200 D Employee Stock Option (Right to Buy) $ 53.88 02/29/2016( 3 ) 02/28/2025 Common Stock 4,800 4,800 D Employee Stock Option (Right to Buy) $ 20.51 02/28/2017( 4 ) 02/28/2026 Common Stock 2,464 2,464 D Employee Stock Option (Right to Buy) $ 31.7 03/28/2018( 4 ) 03/28/2027 Common Stock 1,690 1,690 D Restricted Stock Units ( 5 ) ( 7 ) 02/28/2018 Common Stock 1,067 ( 6 ) 1,067 D Restricted Stock Units ( 5 ) 05/29/2017 M 205 ( 8 ) 02/28/2019 Common Stock 205 ( 6 ) 1,438 D Restricted Stock Units ( 5 ) ( 9 ) 08/02/2019 Common Stock 15,002 ( 6 ) 15,002 D Restricted Stock Units ( 5 ) ( 8 ) 03/28/2020 Common Stock 5,069 ( 6 ) 5,069 D

Reporting Owners Reporting Own er 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 05/31/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares held by a trust in which Mr. Thomas is the trustee. ( 2 )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. ( 3 )Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column. ( 4 )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. ( 5 )Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock ( 6 )Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit. ( 7 )The reporting person was granted 3,200 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. ( 8 )These restricted stock units vest 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. ( 9 )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. ( 10 )Represents the issuance of Envestnet, Inc. common stock upon the vesting of restricted stock units effective May 29, 2017 (the "May Vested Restricted Stock Units"). The reporting person was granted 2,464 restricted stock units on February 29, 2016 of which one-twelfth of the total amount vested on May 29, 2017. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2016. ( 11 )The reporting person is reporting the withholding by Envestnet, Inc. of 64 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of the May Vested Restricted Stock Units to the reporting person on May 29, 2017.

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