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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  O'Brien Shelly
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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel
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 28,766
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock (1)   (1)   (1) Common Stock 20,579 $ 0.0935 D  
Employee Stock Option (right to buy)   (2) 11/14/2015 Common Stock 5,000 $ 5 D  
Employee Stock Option (right to buy)   (3) 11/14/2015 Common Stock 5,000 $ 7.5 D  
Employee Stock Option (right to buy)   (4) 04/26/2017 Common Stock 80,000 $ 7.5 D  
Employee Stock Option (right to buy)   (5) 04/30/2018 Common Stock 5,000 $ 7.5 D  
Employee Stock Option (right to buy)   (6) 05/15/2019 Common Stock 2,000 $ 7.15 D  
Employee Stock Option (right to buy) (7)   (8)   (8) Common Stock 1,403 $ 9 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
      General Counsel  

Signatures

/s/ Shelly O'Brien 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) Represents an interest in the number of shares of the issuer's Common Stock indicated in Part I, Item 3 as a result of the Reporting Person's beneficial ownership of 20,641 shares of common stock of The EnvestNet Group, Inc. ("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.
(2) The option award is fully vested.
(3) The option award is fully vested.
(4) The option award is fully vested.
(5) 5,000 options were granted to the Reporting Person on 4/30/2008. Of such 5,000 options, 1,666.6 vested on 4/30/2009, 1,666.6 vested on 4/30/2010 and the remaining 1,666.8 will vest on 4/30/2011.
(6) 2,000 options were granted to the Reporting Person on 5/15/2009. Of such 2,000 options, 666.6 vested on 5/15/2010, 666.6 will vest on 5/15/2011 and the remaining 666.8 will vest on 5/15/2012.
(7) Represents options to purchase the number of shares of the issuer's Common Stock indicated in Part II, Item 3 as a result of the Reporting Person's holding of options to purchase shares of common stock of ENG. As noted in footnote (1), upon the consummation of the issuer's initial public offering, ENG will merge with and into the issuer and each option to purchase a share of ENG's common stock will automatically convert into 1403 options to purchase shares of the issuer's Common Stock.
(8) _

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