Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Johnson James

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2010

3. Issuer Name and Ticker or Trading Symbol
ENVESTNET, INC. [ENV]

(Last)

(First)

(Middle)

35 EAST WACKER DRIVE, SUITE 2400

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CHICAGO, IL 60601

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,293	I	By Apex Investment Fund IV, L.P. ⁽¹⁾
Common Stock	5,192	I	By Apex Investment Fund V, L.P. ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	21,466	$ ⁽²⁾	I	By Apex Investment Fund IV, L.P. ⁽¹⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	82,560	$ ⁽²⁾	I	By Apex Investment Fund V, L.P. ⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	84,700	$ ⁽²⁾	I	By Apex Investment Fund V, L.P. ⁽¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	25,964	$ ⁽²⁾	I	By Apex Investment Fund V, L.P. ⁽¹⁾
Common Stock ⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	2,338	$ ⁽³⁾	D
Common Stock ⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	12,593	$ ⁽⁴⁾	I	By Apex Investment Fund IV, L.P. ⁽¹⁾
Common Stock ⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	156,099	$ ⁽⁵⁾	I	By Apex Investment Fund V, L.P. ⁽¹⁾
Common Stock ⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	381	$ ⁽⁶⁾	I	By Apex Strategic Partners IV, LLC ⁽¹⁾
Series A Convertible Redeemable Preferred Stock ⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	681,798	$ ⁽⁸⁾	I	By Apex Investment Fund IV, L.P. ⁽¹⁾
Series A Convertible Redeemable Preferred Stock ⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	68,765	$ ⁽⁸⁾	I	By Apex Strategic Partners IV, LLC ⁽¹⁾
Series B Convertible Redeemable Preferred Stock ⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	398,169	$ ⁽⁸⁾	I	By Apex Investment Fund IV, L.P. ⁽¹⁾
Series B Convertible Redeemable Preferred Stock ⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	68,765	$ ⁽⁸⁾	I	By Apex Investment Fund V, L.P. ⁽¹⁾
Series B Convertible Redeemable Preferred Stock ⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	12,065	$ ⁽⁸⁾	I	By Apex Strategic Partners IV, LLC ⁽¹⁾
Series C-1 Convertible Redeemable Preferred Stock ⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	144,584	$ ⁽⁸⁾	I	By Apex Investment Fund V, L.P. ⁽¹⁾
Series C-2 Convertible Redeemable Preferred Stock ⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	144,584	$ ⁽⁸⁾	I	By Apex Investment Fund V, L.P. ⁽¹⁾

Reporting Owners

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

Signatures

/s/ Shelly O'Brien, by power of attorney for James Johnson		07/28/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Mr. Johnson is a Managing Member of Apex Management IV, LLC, which is the sole general partner of Apex Investment Fund IV, L.P. and the Manager of Apex Strategic Partners IV, LLC. Mr. Johnson is also a Member of Apex Management V, LLC, the sole general partner of Apex Investment Fund V, L.P. Mr. Johnson shares voting and dispositive power over the securities held by these funds. Mr. Johnson disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.
(2)	The preferred stock is convertible at any time, at the holder's option. Upon consummation of the issuer's initial public offering, each series of the issuer's preferred stock will automatically convert into the number of shares of the issuer's Common Stock indicated in Part II, Item 3.
(3)	Represents an interest in the number of shares of the issuer's Common Stock indicated in Part II, Item 3 as a result of the Reporting Person's beneficial ownership of 2,345 shares of common stock of ENG, the issuer's 40.9% shareholder. Upon the consummation of the issuer's initial public offering, ENG will merge with and into the issuer. Each share of ENG common stock will automatically convert into 0.0935 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering.
(4)	Represents an interest in the number of shares of the issuer's Common Stock indicated in Part II, Item 3 as a result of the Reporting Person's beneficial ownership of 12,631 shares of common stock of The ENG, the issuer's 40.9% shareholder. Upon the consummation of the issuer's initial public offering, ENG will merge with and into the issuer. Each share of ENG common stock will automatically convert into 0.0935 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering.
(5)	Represents an interest in the number of shares of the issuer's Common Stock indicated in Part II, Item 3 as a result of the Reporting Person's beneficial ownership of 156,570 shares of common stock of ENG, the issuer's 40.9% shareholder. Upon the consummation of the issuer's initial public offering, ENG will merge with and into the issuer. Each share of ENG common stock will automatically convert into 0.0935 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering.
(6)	Represents an interest in the number of shares of the issuer's Common Stock indicated in Part II, Item 3 as a result of the Reporting Person's beneficial ownership of 382 shares of common stock of ENG, the issuer's 40.9% shareholder. Upon the consummation of the issuer's initial public offering, ENG will merge with and into the issuer. Each share of ENG common stock will automatically convert into 0.0935 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering.
(7)	Represents preferred stock issued by ENG, the issuer's 40.9% shareholder. Upon the consummation of the issuer's initial public offering, ENG will merge with and into the issuer and each series of ENG's preferred stock will convert into shares of the issuer's Common Stock. The number of shares of the issuer's Common Stock indicated in Part II, Item 3 reflects conversion of the ENG convertible preferred stock beneficially owned by the Reporting Person upon the closing of the issuer's initial public offering.
(8)	The convertible preferred stock is convertible at any time, at the holder's option, and has no stated expiration date. Upon consummation of the issuer's initial public offering, each series of ENG's preferred stock will automatically convert into shares of the issuer's Common Stock.

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