James L. Fox - 25 Nov 2024 Form 4 Insider Report for ENVESTNET, INC.

Reporting relationship: Interim CEO, Director
Issuer ticker: N/A
Reported as of: 25 Nov 2024
Net transaction value: -$2,366,609
SEC form: 4
Accepted by SEC: 25 Nov 2024, 16:05:13 UTC
Prior SEC filing: 04 Mar 2024
Source filing: View source filing
Reporting owner signature: /s/ Shelly O'Brien, by Power-of-Attorney for James L. Fox

Key filing fact

James L. Fox filed Form 4 for ENVESTNET, INC. on 25 Nov 2024.

Key facts

This page summarizes James L. Fox's Form 4 filing for ENVESTNET, INC..
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 25 Nov 2024, 16:05.

Change

Previous filing in this sequence was filed on 04 Mar 2024.
Current net transaction value: -$2,366,609.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ENV transaction

Common Stock

Disposed to Issuer

Transaction value: $2,366,609
Shares: -37,476
Change %: -100%
Price: $63.15
Shares after: 0
Date: 25 Nov 2024
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ENV transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -8,082
Change %: -100%
Price
Shares after: 0
Date: 25 Nov 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 8,082
Exercise price
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

James L. Fox is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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").

Footnote 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.

Footnote 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.