SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wolfe Lauren Taylor
(Last) (First) (Middle)
450 WEST 14TH STREET, 12TH FLOOR
(Street)
NEW YORK CITY NY 10014
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
11/25/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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(1) 11/25/2024 D(2) 4,188,871(3) D(2) $63.15 0 I(4) See Footnote(5)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Wolfe Lauren Taylor
(Last) (First) (Middle)
450 WEST 14TH STREET, 12TH FLOOR
(Street)
NEW YORK CITY NY 10014
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Impactive Capital LP
(Last) (First) (Middle)
450 WEST 14TH STREET, 12TH FLOOR
(Street)
NEW YORK CITY NY 10014
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Impactive Capital LLC
(Last) (First) (Middle)
450 WEST 14TH STREET, 12TH FLOOR
(Street)
NEW YORK CITY NY 10014
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Asmar Christian
(Last) (First) (Middle)
450 WEST 14TH STREET, 12TH FLOOR
(Street)
NEW YORK CITY NY 10014
(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by Impactive Capital LP ("Impactive Capital"), Impactive Capital LLC ("Impactive GP"), Christian Asmar and Lauren Taylor Wolfe (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of her, his or its pecuniary interest therein.
2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 11, 2024, by and among the Issuer, BCPE Pequod Merger Sub, Inc. ("Merger Sub") and BCPE Pequod Buyer, Inc. ("Parent"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger (the "Effective Time") each issued and outstanding share of the Issuer's Common Stock, par value $0.005 per share (the "Common Stock") owned by the Reporting Persons was cancelled and converted into the right to receive $63.15 per share in cash without interest (the "Per Share Price").
3. Includes 4,239 shares of Common Stock underlying restricted share units not subject to performance-based requirements ("RSUs"). Pursuant to the Merger Agreement, each RSU was, at the Effective Time, cancelled and converted into a right to receive (i) to the extent vested as of immediately prior to the Effective Time, a cash payment equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock subject to such RSU as of immediately prior to the Effective Time, and (ii) to the extent unvested as of immediately prior to the Effective Time, an amount in cash equal to the (x) the Per Share Price, multiplied by (y) the total number of shares of Common Stock subject to such RSU as of immediately prior to the Effective Time.
4. Because Ms. Taylor Wolfe served on the board of directors (the "Board") of the Issuer as a representative of Impactive Capital and its affiliates, Impactive Capital was entitled to receive the direct economic interest in securities granted to Ms. Taylor Wolfe by the Issuer in respect of Ms. Taylor Wolfe's Board position. Ms. Taylor Wolfe disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Ms. Taylor Wolfe had any economic interest in such securities except any indirect economic interest through Impactive Capital and its affiliates.
5. The securities reported herein were held directly by certain funds and/or accounts (the "Impactive Funds"). Pursuant to an Investment Management Agreement, the Impactive Funds delegated all voting and investment power over the securities directly held by the Impactive Funds and their general partners to Impactive Capital, which serves as the investment manager of the Impactive Funds. Impactive GP, as the general partner of Impactive Capital, and each of Mr. Asmar and Ms. Taylor Wolfe, as Managing Members of Impactive GP, may have been deemed to exercise voting and investment power over such securities. The Impactive Funds specifically disclaimed beneficial ownership of such securities by virtue of their inability to vote or dispose of such securities as a result of such delegation to Impactive Capital.
Remarks:
Lauren Taylor Wolfe, Managing Member of Impactive Capital LLC, the general partner of Impactive Capital LP, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.
/s/ Lauren Taylor Wolfe 11/25/2024
IMPACTIVE CAPITAL LP, By: Impactive Capital LLC, its general partner, By: /s/ Lauren Taylor Wolfe, Managing Member 11/25/2024
IMPACTIVE CAPITAL LLC, By: /s/ Lauren Taylor Wolfe, Managing Member 11/25/2024
/s/ Christian Asmar 11/25/2024
** Signature of Reporting Person Date

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