SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

SCHEDULE 13D

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Under the Securities Exchange Act of 1934

(Amendment No. 2)*

ENVESTNET, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29404K106

(CUSIP Number)

David Maryles

Managing Director, Legal and Compliance

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

(212) 810-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 11, 2024

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☒

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 (“Act”) 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).

CUSIP No.:  29404K106

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Schedule 13D (as amended, the “Schedule 13D”) filed with the U.S. Securities and Exchange Commission on May 21, 2021 (the “Original Schedule 13D”), as amended by Amendment No. 1 on June 10, 2021, by and on behalf of BlackRock, Inc. (“BlackRock”), relating to the common stock, par value $0.005 per share (the “Common Stock”), of Envestnet, Inc., a Delaware corporation (the “Issuer”).

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Annex A attached hereto.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

As of July 11, 2024, BlackRock, in its role as the parent of the Advisory Subsidiaries (as defined in the Original Schedule 13D) in the capacity as investment advisers to certain client accounts, held beneficial ownership of 5,688,711 shares of Common Stock (including 77,057 shares of Common Stock issuable upon conversion of notes) acquired prior to such date for an aggregate purchase price of approximately $340,251,152. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of business of the Advisory Subsidiaries.

In addition, as previously disclosed, in December 2018, BlackRock for its own account acquired directly from the Issuer 2,355,816 shares of Common Stock at a purchase price of $52.13 per share for an aggregate purchase price of $122,808,688.08 (from BlackRock’s working capital balances) and a warrant (the “Warrant”) to purchase 471,163 shares of Common Stock at an exercise price of $65.16 per share, subject to customary anti-dilution adjustments. The Warrant expired unexercised on the four-year anniversary of acquisition.

Transactions made for investment purposes in the ordinary course of business of the Advisory Subsidiaries are undertaken solely for the benefit of the applicable client account and are independent from the strategic relationship with and investment in the Issuer made by BlackRock for its own account.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to include the following:

On July 11, 2024, the Issuer, BCPE Pequod Buyer, Inc., a Delaware corporation (“Parent”), and BCPE Pequod Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Parent and Merger Sub are affiliates of investment vehicles managed or advised by Bain Capital Private Equity, LP. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the “Merger”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, upon the effective time of the Merger (the “Effective Time”), each share of Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any shares of Common Stock (i) owned by Parent (or any of its affiliates), Merger Sub or the Issuer or any direct or indirect wholly owned subsidiaries of Parent (or any of its affiliates), Merger Sub or the Issuer, (ii) that are Rollover Shares (as defined below), (iii) held in treasury of the Issuer, (iv) issuable in respect of the Company Equity Awards (as defined in the Merger Agreement) and (v) as to which appraisal rights have been properly exercised in accordance with Delaware law), will be automatically cancelled, extinguished and converted into the right to receive $63.15, without interest thereon (the “Merger Consideration”).

If the Merger is consummated, the Common Stock will be delisted from The New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended, as promptly as practicable after the Effective Time.

On July 11, 2024, concurrently with the execution and delivery of the Merger Agreement, Parent, Merger Sub, BCPE Pequod Topco, LP and the Issuer entered into a Rollover and Support Agreement (the “Rollover Agreement”) with a subsidiary of BlackRock. Under the Rollover Agreement, such subsidiary has agreed to vote or execute consents with respect to certain shares of Common Stock beneficially owned by such subsidiary and held for its own account (such shares, the “Rollover Shares”) in favor of the Merger and the Merger Agreement, subject to certain terms and conditions contained therein. In addition, such subsidiary has agreed to “rollover” its Rollover Shares into a non-voting ownership interest in the parent company of Parent; provided, however, that in no event shall such subsidiary receive a number of ownership interest in the parent company of Parent that would result in such subsidiary indirectly holding in excess of 4.9% of the equity interests in the Issuer at the closing of the Merger (and the number of Rollover Shares will be automatically decreased as necessary to give effect to the foregoing limit). Shares of Common Stock beneficially owned by BlackRock’s Advisory Subsidiaries in their capacity as investment advisers to client accounts are not subject to the terms and conditions set forth in the Rollover Agreement.

The foregoing descriptions of the Merger Agreement and Rollover Agreement do not purport to be complete and are qualified in their entirety by reference to the text of such agreements, which with respect to (i) the Merger Agreement was filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2024 and (ii) the Rollover Agreement is filed as Exhibit 3 to this Amendment No. 2, and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Items 5 (a) and (b) are hereby amended and restated in their entirety as follows:

(a) and (b) The responses of BlackRock to Rows (7) through (11), and (13) of the cover page of this Schedule 13D are incorporated herein by reference.

The aggregate percentage of shares of Common Stock reported as beneficially owned by BlackRock was calculated based on 55,221,888 shares of Common Stock issued and outstanding as of July 8, 2024, as disclosed in the Merger Agreement filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2024.

The Common Stock beneficially owned by BlackRock includes Common Stock beneficially owned by the Advisory Subsidiaries, including Aperio Group LLC, BlackRock Advisors (UK) Limited, BlackRock Advisors LLC, BlackRock Asset Management Canada Limited, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited, BlackRock Investment Management, LLC and SpiderRock Advisors LLC.

Item 5(c) is hereby amended to include the following:

(c) During the past 60-day period ended July 11, 2024, BlackRock effected trades in Common Stock for the purpose of ensuring that holdings of certain index-tracking funds and accounts for which certain of the Advisory Subsidiaries act as investment advisers track their respective indexes as accurately as possible. Annex B, attached hereto, sets forth transactions in the Common Stock, including such index-tracking trades, that were effected during the 60-day period ended July 11, 2024. The transactions in the Common Stock described on Annex B were effected on securities exchanges unless otherwise indicated therein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to include the following:

Accounts managed by BlackRock have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 1,639,938 shares of Common Stock (representing economic exposure to approximately 3.0% of the total issued and outstanding shares of Common Stock as of July 11, 2024). The Derivative Agreements provide such holder with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Stock that are the subject of the Derivative Agreements (such stock, the “Subject Stock”). BlackRock hereby expressly disclaims beneficial ownership of the Subject Stock. BlackRock does not have a pecuniary interest in the Subject Stock held by Advisory Subsidiaries for client accounts. The counterparties to the Derivative Agreements are unaffiliated third-party financial institutions.

In addition, accounts managed by BlackRock own the following corporate bonds of the Issuer:

Date Issued	Maturity Date	Total Position ($)	Interest Rate (%)
8/20/2020	8/15/2025	2,260,000	0.750
11/17/2022	12/1/2027	4,100,000	2.625

Item 7. Material to be filed as Exhibits.

Item 7 is hereby amended to include the following:

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Annex A

Susan L. Wagner

BlackRock, Inc. - Former Vice Chairman

BlackRock, Inc. 50 Hudson Yards New York, NY 10001

U.S.

Annex B

Transaction in Common Stock