Sec Form 4 Filing - ENVESTNET GROUP INC @ ENVESTNET, INC. - 2010-08-03

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 ENVESTNET GROUP INC 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 _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) 35 EAST WACKER DRIVE, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2010 (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 08/03/2010 C( 1 ) 5,160,000 A 10,680,000 D Common Stock 08/03/2010 J( 2 ) 10,680,000 D 0 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 Series A Preferred Stock ( 1 ) ( 1 ) 08/03/2010 C 5,160,000 ( 3 ) ( 1 ) ( 1 ) Common Stock 5,160,000 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ENVESTNET GROUP INC 35 EAST WACKER DRIVE, SUITE 2400 CHICAGO, IL60601 Former 10% Owner Signatures /s/ Shelly O'Brien, by power of attorney for the EnvestNet Group, Inc. 08/05/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 3, 2010, each share of the Issuer's Series A Preferred Stock automatically converted into 160 shares of the Issuer's Common Stock. As noted in footnote (1), the Reporting Person merged with and into the Issuer and, pursuant to the merger, the shareholders of the Reporting Person exchanged their Reporting Person common shares and preferred shares for shares of the Issuer's common stock, including the officers, directors and entities associated with 10% stockholders of the issuer referred to above. ( 2 )On August 3, 2010, the Reporting Person merged with and into the Issuer, with the Issuer being the surviving entity. Pursuant to the merger, all of the shareholders of the Reporting Person exchanged their Reporting Person common shares and preferred shares for shares of the Issuer's Common Stock and all of the Issuer common shares and preferred shares that were held by the Reporting Person became part of the Issuer's treasury stock. The shareholders of the Reporting Person included the following officers, directors and entities associated with 10% stockholders of the Issuer: AOS Partners, L.P., GRPVC, L.P., GRP II Investors, L.P., GRP II Partners, L.P., Apex Investment Fund IV, L.P., Apex Strategic Partners IV, LLC, Apex Investment Fund V, L.P., James Johnson, Judson Bergman, Ross Chapin, The Tahoma Fund, L.L.C., Brandon Thomas, Shelly O'Brien and William Crager. ( 3 )On August 3, 2010, each share of the Issuer's Series A Preferred Stock automatically converted into 160 shares of the Issuer's Common Stock. This number reflects that conversion and does not represent the actual number of shares of Issuer's Series A Preferred Stock previously owned by the Reporting Person.

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