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 ^*

ENVESTNET GROUP INC

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	__X__ 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 ⁽¹⁾	5,520,000	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock ⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	5,160,000	$ ⁽²⁾	D

Reporting Owners

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

Signatures

/s/ Shelly O'Brien, by power of attorney for The EnvestNet Group, Inc.		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)	Upon the consummation of the issuer's initial public offering, the Reporting Person will merge with and into the issuer and the Reporting Person will liquidate and distribute to its common stockholders, including the following officers, directors and entities associated with 10% stockholders of the issuer, the number of shares of the issuer's Common Stock indicated in Part II, Item 3: AOS Partners, L.P., GRPVC, L.P., GRP II Investors, L.P., GRP II Partners, L.P., Apex Investment Fund IV, L.P., Apex Strategic Partners IV, LLC, Apex Investment Fund V, L.P., James Johnson, Judson Bergman, Ross Chapin, The Tahoma Fund, L.L.C., Brandon Thomas, Shelly O'Brien and William Crager.
(2)	Each share of the issuer's Series A Preferred Stock will automatically convert into 0.0935 shares of the issuer's Common Stock upon the closing of the issuer's initial public offering. As noted in footnote (1), upon the consummation of the issuer's initial public offering, the Reporting Person will merge with and into the issuer and the Reporting Person will liquidate and distribute to its common stockholders, the number of shares of the issuer's Common Stock indicated in Part II, Item 3, including to the officers, directors and entities associated with 10% stockholders of the issuer referred to above.

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