Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
Johnson James
  2. Issuer Name and Ticker or Trading Symbol
ENVESTNET, INC. [ENV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
35 EAST WACKER DRIVE, SUITE 2400
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2010
(Street)

CHICAGO, IL 60601
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/03/2010   J(1)   2,338 (2) A (2) 1,848 (3) D  
Common Stock 08/03/2010   J(1)   1,113,929 (4) (5) A (4) (5) 942,346 I By Apex Investment Fund IV, L.P (6)
Common Stock 08/03/2010   J(1)   707,215 (7) (8) (9) A (7) (8) (9) 600,359 I By Apex Investment Fund V, L.P (6)
Common Stock 08/03/2010   J(1)   33,103 (10) A (10) 27,897 I By Apex Strategic Partners IV, L.P (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock (4) (5) 08/03/2010   C     21,466 (2) (4) (5)   (4)(5)   (4)(5) Common Stock 21,466 (2) (7) (8) (9) 0 I By Apex Investment Fund IV, L.P. (6)
Series A Preferred Stock (7) (8) (9) 08/03/2010   C     82,560 (7) (8) (9)   (7)(8)(9)   (7)(8)(9) Common Stock 82,560 (7) (8) (9) 0 I By Apex Investment Fund V, L.P. (6)
Series B Preferred Stock (7) (8) (9) 08/03/2010   C     84,700 (7) (8) (9)   (7)(8)(9)   (7)(8)(9) Common Stock 84,700 (7) (8) (9) 0 I By Apex Investment Fund V, L.P. (6)
Series C Preferred Stock (7) (8) (9) 08/03/2010   C     25,964 (7) (8) (9)   (7)(8)(9)   (7)(8)(9) Common Stock 25,964 (7) (8) (9) 0 I By Apex Investment Fund V, L.P. (6)
Common Stock (11) (11) 08/03/2010   J(1)     2,338 (11)   (11)   (11) Common Stock 2,338 (11) 0 D  
Common Stock (12) (12) 08/03/2010   J(1)     12,592 (12)   (12)   (12) Common Stock 12,592 (12) 0 I By Apex Investment Fund IV, L.P. (6)
Common Stock (13) (13) 08/03/2010   J(1)     156,087 (13)   (13)   (13) Common Stock 156,087 (13) 0 I By Apex Investment Fund V, L.P. (6)
Common Stock (14) (14) 08/03/2010   J(1)     381 (14)   (14)   (14) Common Stock 381 (14) 0 I By Apex Strategic Partners IV, LLC (6)
Series A Convertible Redeemable Preferred Stock (15) (15) 08/03/2010   J(1)     681,734 (15)   (15)   (15) Common Stock 681,734 (15) 0 I By Apex Investment Fund IV, L.P. (6)
Series A Convertible Redeemable Preferred Stock (16) (16) 08/03/2010   J(1)     20,657 (16)   (16)   (16) Common Stock 20,657 (16) 0 I By Apex Strategic Partners IV, LLC (6)
Series B Convertible Redeemable Preferred Stock (17) (17) 08/03/2010   J(1)     398,137 (17)   (17)   (17) Common Stock 398,137 (17) 0 I By Apex Investment Fund IV, L.P. (6)
Series B Convertible Redeemable Preferred Stock (18) (18) 08/03/2010   J(1)     68,760 (18)   (18)   (18) Common Stock 68,760 (18) 0 I By Apex Investment Fund V, L.P. (6)
Series B Convertible Redeemable Preferred Stock (19) (19) 08/03/2010   J(1)     12,065 (19)   (19)   (19) Common Stock 12,065 (19) 0 I By Apex Strategic Partners IV, LLC (6)
Series C-1 Convertible Redeemable Preferred Stock (20) (20) 08/03/2010   J(1)     144,572 (20)   (20)   (20) Common Stock 144,572 (20) 0 I By Apex Investment Fund V, L.P. (6)
Series C-2 Convertible Redeemable Preferred Stock (21) (21) 08/03/2010   J(1)     144,572 (21)   (21)   (21) Common Stock 144,572 (21) 0 I By Apex Investment Fund V, L.P. (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 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   08/05/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) On August 3, 2010, The EnvestNet Group, Inc. ("ENG") merged with and into the Issuer, with the Issuer being the surviving entity. Pursuant to the merger, all of the shareholders of ENG, including the Reporting Person, exchanged their ENG common shares and preferred shares for shares of the Issuer's Common Stock and all of the Issuer common shares and preferred shares that were held by ENG became part of the Issuer's treasury stock. In addition, pursuant to their terms, each series of the Issuer's outstanding preferred stock converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.
(2) Represents shares of the Issuer's Common Stock acquired as a result of the Reporting Person's beneficial ownership of 2,338 shares of ENG common stock which, on August 3, 2010, pursuant to the terms of the merger referred to above, were exchanged for 0.0935 shares of the Issuer's Common Stock. The ENG common stock had no expiration date.
(3) On July 28, 2010, the Reporting Person agreed to sell 490 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering, which the Reporting Person acquired on August 3, 2010 as described in footnote 2.
(4) Represents shares of the Issuer's Common Stock acquired as a result of the Reporting Person's indirect beneficial ownership of 12,592 shares of ENG common stock, 681,734 shares of ENG Series A Convertible Redeemable Preferred Stock and 398,137 shares of ENG Series B Convertible Redeemable Preferred Stock which, on August 3, 2010, pursuant to the terms of the merger referred to above, were exchanged for 0.0935 shares of the Issuer's Common Stock. Also represents 21,466 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series C Preferred Stock of the Issuer. (Continued in footnote 5)
(5) Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Series C Preferred Stock, the ENG common stock and the ENG preferred stock had no expiration date. These numbers reflect the exchange or conversion, as applicable, and do not represent the actual number of shares of Issuer Preferred Stock or ENG common or preferred stock previously beneficially indirectly owned by the Reporting Person.
(6) 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.
(7) Represents shares of the Issuer's Common Stock acquired as a result of the Reporting Person's indirect beneficial ownership of 156,087 shares of ENG common stock, 68,760 shares of ENG Series B Convertible Redeemable Preferred Stock, 144,572 shares of ENG Series C-1 Convertible Redeemable Preferred and 144,572 shares of ENG Series C-2 Convertible Redeemable Preferred Stock which, on August 3, 2010, pursuant to the terms of the merger referred to above, were exchanged for 0.0935 shares of the Issuer's Common Stock. (Continued in footnote 8)
(8) Also represents 82,560 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's indirect holdings of Series A Preferred Stock of the Issuer, 84,700 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's indirect holdings of Series B Preferred Stock of the Issuer and 25,964 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's indirect holdings of Series C Preferred Stock of the Issuer. (Continued in footnote 9)
(9) Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series A Preferred Stock converted into 160 shares of the Issuer's Common Stock and each Share of the Issuer's Series B Preferred Stock and Series C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Preferred Stock, the ENG common stock and the ENG preferred stock had no expiration date. These numbers reflect the exchange or conversion, as applicable, and do not represent the actual number of shares of Issuer Preferred Stock or ENG common or preferred stock previously beneficially owned by the Reporting Person.
(10) Represents shares of the Issuer's Common Stock acquired as a result of the Reporting Person's indirect beneficial ownership of 381 shares of ENG common stock, 20,657 shares of ENG Series A Convertible Redeemable Preferred Stock and 12,065 shares of ENG Series B Convertible Redeemable Preferred Stock which, on August 3, 2010, pursuant to the terms of the merger referred to above, were exchanged for 0.0935 shares of the Issuer's Common Stock. The ENG common stock and the ENG preferred stock had no expiration date. These numbers reflect the exchange or conversion, as applicable, and do not represent the actual number of shares of Issuer Preferred Stock or ENG common or preferred stock previously beneficially owned by the Reporting Person.
(11) Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's indirect beneficial ownership of 2,338 shares of common stock of ENG. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG common stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG common stock previously beneficially owned by the Reporting Person. The ENG common stock had no expiration date.
(12) Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's indirect beneficial ownership of 12,592 shares of common stock of ENG. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG common stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG common stock previously beneficially owned by the Reporting Person. The ENG common stock had no expiration date.
(13) Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's indirect beneficial ownership of 156,087 shares of common stock of ENG. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG common stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG common stock previously beneficially owned by the Reporting Person. The ENG common stock had no expiration date.
(14) Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's indirect beneficial ownership of 381 shares of common stock of ENG. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG common stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG common stock previously beneficially owned by the Reporting Person. The ENG common stock had no expiration date.
(15) Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's indirect beneficial ownership of 681,734 shares of ENG Series A Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series A Convertible Redeemable Preferred Stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG Series A Convertible Redeemable Preferred Stock previously beneficially owned by the Reporting Person. The ENG preferred stock had no expiration date.
(16) Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's indirect beneficial ownership of 20,657 shares of ENG Series A Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series A Convertible Redeemable Preferred Stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG Series A Convertible Redeemable Preferred Stock previously beneficially owned by the Reporting Person. The ENG preferred stock had no expiration date.
(17) Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's indirect beneficial ownership of 398,137 shares of ENG Series B Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series B Convertible Redeemable Preferred Stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG Series B Convertible Redeemable Preferred Stock previously beneficially owned by the Reporting Person. The ENG preferred stock had no expiration date.
(18) Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's indirect beneficial ownership of 68,760 shares of ENG Series B Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series B Convertible Redeemable Preferred Stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG Series B Convertible Redeemable Preferred Stock previously beneficially owned by the Reporting Person. The ENG preferred stock had no expiration date.
(19) Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's indirect beneficial ownership of 12,065 shares of ENG Series B Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series B Convertible Redeemable Preferred Stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG Series B Convertible Redeemable Preferred Stock previously beneficially owned by the Reporting Person. The ENG preferred stock had no expiration date.
(20) Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's indirect beneficial ownership of 144,572 shares of ENG Series C-1 Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series C-1 Convertible Redeemable Preferred Stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG Series C-1 Convertible Redeemable Preferred Stock previously beneficially owned by the Reporting Person. The ENG preferred stock had no expiration date.
(21) Represented an interest in the number of shares of the Issuer's Common Stock indicated in Table II, Item 5 as a result of the Reporting Person's indirect beneficial ownership of 144,572 shares of ENG Series C-2 Convertible Redeemable Preferred Stock. On August 3, 2010, ENG merged with and into the Issuer and each share of ENG Series C-2 Convertible Redeemable Preferred Stock was exchanged for 0.0935 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering. This number reflects that exchange and does not represent the actual number of shares of ENG Series C-2 Convertible Redeemable Preferred Stock previously beneficially owned by the Reporting Person. The ENG preferred stock had no expiration date.

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