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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Arora Anil
  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 (Month/Day/Year)
01/25/2017
(Street)

CHICAGO, IL 60601
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (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 01/25/2017   S   8,208 (2) D $ 37.5 (3) 72,719 (4) D  
Common Stock               136 I By Trust for child 1 (1)
Common Stock               136 I By Trust for child 1 (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Restricted Stock Unit (5)               (6)   (7) Common Stock 66,668 (8)   66,668 D  
Employee Stock Option (Right to Buy) $ 32.46               (9) 12/07/2025 Common Stock 20,000   20,000 D  

Reporting Owners

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

Signatures

 /s/ Shelly O'Brien, by power of attorney for Anil Arora   01/27/2017
**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) These shares are held in trust for the benefit of a child of the reporting person for which the reporting person serves as trustee. The reporting person shares voting and investment control over the shares but disclaims beneficial ownership of the shares.
(2) Sale pursuant to 10b5-1 Plan.
(3) The shares reported in column 4 were sold in one transaction at $37.50 per share.
(4) Due to an inadvertent error, in a Form 4 filing made on 1/8/2016, the Reporting Person reported 36,352 shares beneficially owned, rather than the correct number of 35,992 in Table I, Column 5. In a Form 4 filing made on 3/18/2016, in connection with restricted shares of Envestnet, Inc. common stock that became vested for tax purposes effective 1/29/2016, but remain subject to contractual restrictions, such total was based upon the original award amount and did not reflect shares that had previously partially vested prior to the 1/29/2016 vesting. The result of the error in subsequent filings was to over report direct holdings by the Reporting Person by 6,624 shares. This filing properly reflects the correct number of shares.
(5) Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock.
(6) The reporting person was granted 100,000 restricted stock units on December 7, 2015 of which 1/3 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 thereafter.
(7) Each share of restricted stock represents one share of Envestnet, Inc. Common Stock that remains subject to restrictions until the award becomes vested for all purposes.
(8) Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit.
(9) 20,000 options were granted to the Reporting Person on December 7, 2015. One-third of the total amount vests on the first anniversary of the applicable date of grant and one-twelfth on each three-month anniversary thereafter.

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