FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Roame Charles
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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014
(Street)


CHICAGO, IL 60601
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 (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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 07/21/2015   G 3,857 D $ 0 0 D  
Common Stock             4,141 I See Footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right to Buy) $ 41.84 07/21/2014   G   3,506   (2) 02/28/2024 Common Stock
3,506
$ 41.84 0
D
 
Director Stock Option (Right to Buy) $ 41.84             (2) 02/28/2024 Common Stock
3,506
  3,506
I
See Footnote (1)
Director Stock Option (Right to Buy) $ 15.34 07/21/2014   G   8,116   (3) 02/28/2023 Common Stock
8,116
$ 15.34 0
D
 
Director Stock Option (Right to Buy) $ 15.34             (3) 02/28/2023 Common Stock
8,116
  8,116
I
See Footnote (1)
Director Stock Option (Right to Buy) $ 12.45 07/21/2014   G   2,334   (4) 02/28/2022 Common Stock
2,334
$ 12.45 0
D
 
Director Stock Option (Right to Buy) $ 12.45             (4) 02/28/2022 Common Stock
2,334
  2,334
I
See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roame Charles
35 EAST WACKER DRIVE,
SUITE 2400
CHICAGO, IL 60601
  X      

Signatures

Shelly O'Brien by power of attorney for Charles Roame 02/13/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares held by a trust in which Mr. Roame is the trustee.
(2) 3,506 options were granted to the Reporting Person on 2/28/2014. Such options will vest monthly over a 4 year period, except that the shares that would otherwise vest over the first 12 months shall not vest until the first anniversary (2/28/2015) of the grant.
(3) 8,116 options were granted to the Reporting Person on 02/28/2013. Such options will vest monthly over a 4 year period, except that the shares that would otherwise vest over the first 12 months shall not vest until the first anniversary (02/28/2014) of the grant.
(4) 2,334 options were granted to the Reporting Person on 2/29/2012. Such options will vest monthly over a 4 year period, except that the shares that would otherwise vest over the first 12 months shall not vest until the first anniversary (2/28/2013) of the grant.

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