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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
O'Brien Shelly
   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 Legal 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(14)   1,200 A $ 0 9,825 D  
Common Stock 02/28/2017   F(15)   374 D $ 0 9,451 D  
Common Stock 02/28/2017   M(16)   1,067 A $ 0 10,518 D  
Common Stock 02/28/2017   F(17)   332 D $ 0 10,186 D  
Common Stock 02/28/2017   M(18)   821 A $ 0 11,007 D  
Common Stock 02/28/2017   F(19)   256 D $ 0 10,751 D  
Common Stock 03/01/2017   M   3,000 (2) A $ 7.5 13,751 D  
Common Stock 03/01/2017   S   3,000 (2) D $ 38.95 (3) 10,751 D  
Common Stock 03/01/2017   M   1,500 (2) A $ 7.5 12,251 D  
Common Stock 03/01/2017   S   1,500 (2) D $ 39 (4) 10,751 D  

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 1474 (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 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 03/01/2017   M     4,500 04/26/2007(1)(5) 04/26/2017 Common Stock 11,903 $ 0 7,403 D  
Employee Stock Option (Right to Buy) $ 7.5             04/30/2009(6) 04/30/2018 Common Stock 5,000   5,000 D  
Employee Stock Option (Right to Buy) $ 7.15             05/15/2010(7) 05/15/2019 Common Stock 2,000   2,000 D  
Employee Stock Option (Right to Buy) $ 9             07/28/2011(6) 07/28/2020 Common Stock 18,366   18,366 D  
Employee Stock Option (Right to Buy) $ 12.55             02/28/2012(6) 02/28/2021 Common Stock 3,333   3,333 D  
Employee Stock Option (Right to Buy) $ 12.45             02/28/2013(6) 02/28/2022 Common Stock 3,339   3,339 D  
Employee Stock Option (Right to Buy) $ 15.34             02/28/2014(6) 02/28/2023 Common Stock 7,150   7,150 D  
Employee Stock Option (Right to Buy) $ 41.84             02/28/2015(6) 02/28/2024 Common Stock 5,500   5,500 D  
Employee Stock Option (Right to Buy) $ 53.88             02/29/2016(6) 02/28/2025 Common Stock 4,800   4,800 D  
Employee Stock Option (Right to Buy) $ 20.51             02/28/2017(7) 02/28/2026 Common Stock 2,464   2,464 D  
Restricted Stock Unit (8) 02/28/2017   M     1,200   (10) 02/28/2017 Common Stock 1,200 (9) 0 D  
Restricted Stock Unit (8) 02/28/2017   M     1,067   (11) 02/28/2018 Common Stock 1,067 (9) 1,067 D  
Restricted Stock Unit (8) 02/28/2017   M     821   (12) 02/28/2019 Common Stock 821 (9) 1,643 D  
Restricted Stock Unit (8)               (13) 08/02/2019 Common Stock 25,000 (9)   25,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
O'Brien Shelly
35 EAST WACKER DRIVE
SUITE 2400
CHICAGO, IL 60601		       Chief Legal Officer  

Signatures

 /s/ Shelly O'Brien   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) A total of 80,000 options were granted on 04/26/2007. 11,903 options were vested and exercisable as of 3/1/2017.
(2) Option exercise and sale pursuant to a 10b5-1 plan established to allow the exercise and sale of options which will be forfeited if not exercised prior to the April 26, 2017 expiration date.
(3) The shares reported in column 4 were sold in one transaction with a price of $38.95 per share.
(4) The shares reported in column 4 were sold in one transaction with a price of $39.00 per share.
(5) Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
(6) Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
(7) 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.
(8) Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock
(9) Each restricted award represents the contingent right to receive one share of common stock upon the vesting of the unit.
(10) The reporting person was granted 3,600 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.
(11) The reporting person was granted 3,200 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.
(12) The reporting person was granted 2,464 restricted stock units on February 29, 2016. These restricted stock units vest over a 3 year period, with 1/3 of the shares vesting on the first anniversary of the date of grant and one-twelfth of the total amount vesting on each three-month anniversary of the date of grant.
(13) The reporting person was granted 35,000 restricted stock units on August 2, 2016. These restricted stock units vest over a 3 year period, with one-twelfth of the total amount vesting on each three-month anniversary of the date of grant.
(14) Represents the conversion upon vesting of restricted stock units into common stock (the "Converted Common Stock "). The reporting person was granted 3,600 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.
(15) The reporting person is reporting the withholding by Envestnet, Inc. of 374 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.
(16) Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock "). The reporting person was granted 3,200 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.
(17) The reporting person is reporting the withholding by Envestnet, Inc. of 332 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.
(18) Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock "). The reporting person was granted 2,464 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.
(19) The reporting person is reporting the withholding by Envestnet, Inc. of 256 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.