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 *
Mayer Joshua
   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 Operating Officer
(Last)
(First)
(Middle)
35 EAST WACKER DRIVE, SUITE 2400		 3. Date of Earliest Transaction (Month/Day/Year)
05/02/2017
(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 05/02/2017   M(9)   3,750 A $ 0 13,648 D  
Common Stock 05/02/2017   F   1,144 (10) D $ 0 12,504 D  
Common Stock               42 I By Wife

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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) $ 7.15             05/15/2010(1) 05/15/2019 Common Stock 800   800 D  
Employee Stock Option (Right to Buy) $ 9             07/28/2011(2) 02/28/2020 Common Stock 20,000   20,000 D  
Employee Stock Option (Right to Buy) $ 12.55             02/28/2012(1) 02/28/2021 Common Stock 10,000   10,000 D  
Employee Stock Option (Right to Buy) $ 12.45             02/28/2013(1) 02/28/2022 Common Stock 4,418   4,418 D  
Employee Stock Option (Right to Buy) $ 15.34             02/28/2014(1) 02/28/2023 Common Stock 8,000   8,000 D  
Employee Stock Option (Right to Buy) $ 41.84             02/28/2015(1) 02/28/2024 Common Stock 6,200   6,200 D  
Employee Stock Option (Right to Buy) $ 53.88             02/28/2016(1) 02/28/2025 Common Stock 6,000   6,000 D  
Employee Stock Option (Right to Buy) $ 20.51             02/28/2017(3) 02/28/2026 Common Stock 3,234   3,234 D  
Employee Stock Option (Right to Buy) $ 31.7             03/28/2018(3) 03/28/2027 Common Stock 2,233   2,233 D  
Restricted Stock Units (4)               (6) 02/28/2017 Common Stock 1,334 (5)   1,334 D  
Restricted Stock Units (4)               (7) 02/28/2019 Common Stock 2,156 (5)   2,156 D  
Restricted Stock Units (4) 05/02/2017   M     3,750   (8) 08/02/2019 Common Strock 3,750 (5) 33,750 D  
Restricted Stock Units (4)               (7) 03/28/2020 Common Stock 6,700 (5)   6,700 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mayer Joshua
35 EAST WACKER DRIVE
SUITE 2400
CHICAGO, IL 60601		       Chief Operating Officer  

Signatures

 /s/ Shelly O'Brien, by power of attorney for Joshua Mayer   05/03/2017
**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 three installments beginning 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) 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.
(4) Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock
(5) Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.
(6) The reporting person was granted 4,000 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.
(7) 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.
(8) 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.
(9) Represents the restricted shares of Envestnet, Inc. common stock that became vested for tax purposes effective May 2, 2017 (the "May Vested Restricted Shares"). The reporting person was granted 45,000 restricted stock units on August 2, 2016 of which one-twelfth of the total amount vested on May 2, 2017. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on August 4, 2016.
(10) The reporting person is reporting the withholding by Envestnet, Inc. of 1,144 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting for tax purposes of the May Vested Restricted Shares to the reporting person on May 2, 2017.

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