SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 2)¹

Envestnet, Inc.

(Name of Issuer)

Common Stock, par value $0.005 per share

(Title of Class of Securities)

29404K106

(CUSIP Number)

LAUREN TAYLOR WOLFE

CHRISTIAN ASMAR

IMPACTIVE CAPITAL LP

152 West 57^th Street, 17^th Floor

New York, New York 10019

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 15, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

¹             The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The 3,983,406 Shares beneficially owned by the Impactive Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 3,983,406 Shares beneficially owned by the Impactive Funds is approximately $289,402,236, including brokerage commissions.

Item 4 is hereby amended to add the following:

On November 15, 2022, the Reporting Persons issued a press release and sent an open letter to the Board regarding its concerns with the Issuer’s long-term underperformance, lack of shareholder alignment, poor Board governance, and disingenuous shareholder engagement.  In the press release and letter, the Reporting Persons state they may consider nominating a slate of directors at the next annual meeting of shareholders if Ms. Wolfe is not immediately appointed to the Board. A copy of the press release and letter is attached hereto as exhibit 99.1 and is incorporated herein by reference.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 55,326,136 Shares outstanding as of November 2, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022.

Percentage: Approximately 7.2%

2. Shared power to vote or direct vote: 3,983,406

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 3,983,406

Percentage: Approximately 7.2%

2. Shared power to vote or direct vote: 3,983,406

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 3,983,406

Percentage: Approximately 7.2%

2. Shared power to vote or direct vote: 3,983,406

3. Sole power to dispose or direct the disposition: 0 

4. Shared power to dispose or direct the disposition: 3,983,406

Item 7 is hereby amended to add the following exhibit:

99.1 Press release and letter to the Board of Directors of the Issuer, dated November 15, 2022.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 15, 2022

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