Matthew Majoros - Nov 25, 2024 Form 4 Insider Report for ENVESTNET, INC. (ENV)

Role: Principal Accounting Officer
Signature: /s/ Shelly O'Brien, by Power-of-Attorney for Matthew Majoros
Stock symbol: ENV
Transactions as of: Nov 25, 2024
Transactions value $: -$946,997
Form type: 4
Date filed: 11/25/2024, 04:05 PM
Previous filing: Aug 30, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ENV	Common Stock	Disposed to Issuer	-$947K	-15K	-100%	$63.15	0	Nov 25, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew Majoros 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.

Content

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").

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.