Sec Form 4 Filing - CHAPIN ROSS K @ ENVESTNET, INC. - 2017-08-29

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 CHAPIN ROSS K 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 35 EAST WACKER DRIVE, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2017 (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 08/29/2017 M( 5 ) 64 A 37,822 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 Director Stock Option (Right to Buy) $ 12.55 02/28/2012( 1 ) 02/28/2021 Common Stock 2,048 ( 7 ) 2,048 ( 7 ) D Director Stock Option (Right to Buy) $ 12.45 02/28/2013( 1 ) 02/28/2022 Common Stock 5,277 5,277 D Director Stock Option (Right to Buy) $ 15.34 02/28/2014( 1 ) 02/28/2023 Common Stock 7,954 7,954 D Director Stock Option (Right to Buy) $ 41.84 02/28/2015( 1 ) 02/28/2024 Common Stock 3,585 3,585 D Director Stock Option (Right to Buy) $ 55.29 03/02/2016( 1 ) 03/02/2025 Common Stock 2,913 2,913 D Director Stock Option (Right to Buy) $ 20.51 02/28/2017( 1 ) 02/28/2026 Common Stock 5,789 5,789 D Director Stock Option (Right to Buy) $ 31.7 03/28/2018( 6 ) 03/28/2027 Common Stock 2,951 2,951 D Restricted Stock Units ( 2 ) 08/29/2017 M 64 ( 3 ) 02/28/2019 Common Stock 64 ( 4 ) 385 D Restricted Stock Units ( 2 ) ( 3 ) 03/28/2020 Common Stock 2,697 ( 4 ) 2,967 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHAPIN ROSS K 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL60601 X Signatures /s/ Shelly O'Brien, by power of attorney for Ross K. Chapin 08/31/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option grant vests over a 4 year period; one-fourth of the total amount vests on the first anniversary of the date of grant and 1/36 of the total amount vests on each one-month anniversary of the date of grant. ( 2 )Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock. ( 3 )These restricted stock units vest over a 3-year period; one-third of the total amount vests on the first anniversary of the date of the grant of restricted stock units and then one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter. ( 4 )Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit. ( 5 )Represents the issuance of Envestnet, Inc. common stock upon the vesting of restricted stock units effective August 29, 2017 (the "August Vested Restricted Stock Units"). Restricted stock units convert into common stock on a one-for-one basis. The reporting person was granted 769 restricted stock units on February 29, 2016 of which one-twelfth of the total amount vested on August 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. ( 6 )This option grant vests over a 3 year period; one-third of the total amount vests on the first anniversary of the date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter. ( 7 )This figure has been corrected to reflect a transfer of 610 option units made on June 14, 2013 to the reporting person's ex-wife pursuant to their divorce settlement, as reported on a Form 4 filed with the Securities and Exchange Commission on June 18, 2013.

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).

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