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 *
D'Arrigo Peter
   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
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
35 EAST WACKER DRIVE, SUITE 2400		 3. Date of Earliest Transaction (Month/Day/Year)
02/28/2017
(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 02/28/2017   M(11)   2,200 A $ 0 3,794 D  
Common Stock 02/28/2017   F(12)   685 D $ 0 3,109 D  
Common Stock 02/28/2017   M(13)   1,833 A $ 0 4,942 D  
Common Stock 02/28/2017   F(14)   571 D $ 0 4,371 D  
Common Stock 02/28/2017   M(15)   1,411 A $ 0 5,782 D  
Common Stock 02/28/2017   F(16)   439 D $ 0 5,343 D  

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
Employee Stock Option (Right to Buy) $ 7.5             06/06/2008(1) 06/16/2018 Common Stock 180,937   180,937 D  
Employee Stock Option (Right to Buy) $ 9             07/28/2011(2) 02/28/2020 Common Stock 86,000   86,000 D  
Employee Stock Option (Right to Buy) $ 12.55             02/28/2012(3) 02/28/2021 Common Stock 10,000   10,000 D  
Employee Stock Option (Right to Buy) $ 12.45             02/28/2013(3) 02/28/2022 Common Stock 10,195   10,195 D  
Employee Stock Option (Right to Buy) $ 15.34             02/28/2014(3) 02/28/2023 Common Stock 8,000   8,000 D  
Employee Stock Option (Right to Buy) $ 41.84             02/28/2015(3) 02/28/2024 Common Stock 10,600   10,600 D  
Employee Stock Option (Right to Buy) $ 53.88             02/28/2016(3) 02/28/2025 Common Stock 8,250   8,250 D  
Employee Stock Option (Right to Buy) $ 20.51             02/28/2017(8) 02/28/2025 Common Stock 4,235   4,235 D  
Restricted Stock Unit (4) 02/28/2017   M     2,200   (6) 02/28/2017 Common Stock 2,200 (5) 0 D  
Restricted Stock Unit (4) 02/28/2017   M     1,833   (7) 02/28/2018 Common Stock 1,833 (5) 1,834 D  
Restricted Stock Unit (4) 02/28/2017   M     1,411   (9) 02/28/2019 Common Stock 1,411 (5) 2,824 D  
Performance Stock Unit Award (4)               (10) 05/12/2019 Common Stock 30,000 (5)   30,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
D'Arrigo Peter
35 EAST WACKER DRIVE
SUITE 2400
CHICAGO, IL 60601		       Chief Financial Officer  

Signatures

 /s/ Shelly O'Brien, by power of attorney for Peter D'Arrigo   03/02/2017
**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) Original option grant vests in four installments beginning on the first date of grant and thereafter on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
(2) Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
(3) Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
(4) Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock
(5) Each restricted stock award represents the contingent right to receive one share of common stock upon vesting of the unit.
(6) The reporting person was granted 6,600 restricted stock units on February 28, 2014. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested.
(7) The reporting person was granted 5,500 restricted stock units on February 28, 2015. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested.
(8) This option grant vests over a 3 year period, one-third 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 of the date of grant thereafter.
(9) The reporting person was granted 4,235 restricted stock units on February 29, 2016. This restricted stock unit vests over a 3 year period, with one-twelfth of the total amount vesting on each three-month anniversary of the date of grant.
(10) The Reporting Person will earn a percentage of his performance stock unit award ("Banked Units") based on specific adjusted EBIDTA goals for the relevant performance period. This performance stock unit award vests over a 3 consecutive one-year performance periods, with 33.33% of Banked Units vesting following the First Performance Period, 50% of the outstanding Banked Units following the Second Performance Period and 100% of the outstanding Banked Units following the Final Performance Period, as described in the executive's employment agreement dated May 12, 2016 by and between the Company and the Reporting Person.
(11) Represents the conversion upon vesting of restricted stock units into common stock (the "Converted Common Stock "). The reporting person was granted 6,600 restricted stock units on February 28, 2014 of which one-third of the total amount vests on the first anniversary of the date of the grant of restricted stock; and then the remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock unit grant on each succeeding February 28th until fully vested. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2014.
(12) The reporting person is reporting the withholding by Envestnet, Inc. of 685 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock to the reporting person on February 28, 2017.
(13) Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock ") . The reporting person was granted 5,500 restricted stock units on February 28, 2015 of which one-third of the total amount vests on the first anniversary of the date of the grant of restricted stock; and then the remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock unit grant on each succeeding February 28th until fully vested. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 2, 2015.
(14) The reporting person is reporting the withholding by Envestnet, Inc. of 571 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock to the reporting person on February 28, 2017.
(15) Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock "). The reporting person was granted 4.235 restricted stock units on February 29, 2016 of which one-third of the total amount vests on the first anniversary of the date of the grant of restricted stock; and then one-twelfth of the total amount vests on each three-month anniversary. 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.
(16) The reporting person is reporting the withholding by Envestnet, Inc. of 439 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock to the reporting person on February 28, 2017.

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