Gregory A. Smith - Nov 25, 2024 Form 4 Insider Report for ENVESTNET, INC. (ENV)

Role
Director
Signature
/s/ Shelly O'Brien, by Power-of-Attorney for Gregory A. Smith
Stock symbol
ENV
Transactions as of
Nov 25, 2024
Transactions value $
-$1,968,133
Form type
4
Date filed
11/25/2024, 04:05 PM
Previous filing
Oct 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ENV Common Stock Disposed to Issuer -$1.97M -31.2K -100% $63.15 0 Nov 25, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ENV Stock Option (right to buy) Disposed to Issuer -8.04K -100% 0 Nov 25, 2024 Common Stock 8.04K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gregory A. Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 11, 2024, by and among the Issuer, BCPE Pequod Merger Sub, Inc. ("Merger Sub") and BCPE Pequod Buyer, Inc. ("Parent"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger (the "Effective Time") each issued and outstanding share of the Issuer's Common Stock, par value $0.005 per share (the "Common Stock") owned by the reporting person was cancelled and converted into the right to receive $63.15 per share in cash without interest (the "Per Share Price").
F2 Includes restricted share units not subject to performance-based requirements ("RSUs"). Pursuant to the Merger Agreement, each RSU was, at the Effective Time, cancelled and converted into a right to receive (i) to the extent vested as of immediately prior to the Effective Time, a cash payment equal to (a) the Per Share Price multiplied by (b) the total number of shares of Common Stock subject to such RSU as of immediately prior to the Effective Time, and (ii) to the extent unvested as of immediately prior to the Effective Time, an amount in cash equal to the (x) the Per Share Price, multiplied by (y) the total number of shares of Common Stock subject to such RSU as of immediately prior to the Effective Time.
F3 This stock option was cancelled in the Merger and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Per Share Price over the exercise price per share Common Stock subject to such stock option as of the Effective Time, multiplied by (y) the total number of shares of Common Stock subject to such stock option immediately prior to the Effective Time.