Lauren Taylor Wolfe - 25 Nov 2024 Form 4 Insider Report for ENVESTNET, INC.

Footnote F1

This Form 4 is filed jointly by Impactive Capital LP ("Impactive Capital"), Impactive Capital LLC ("Impactive GP"), Christian Asmar and Lauren Taylor Wolfe (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of her, his or its pecuniary interest therein.

Footnote F2

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 Persons was cancelled and converted into the right to receive $63.15 per share in cash without interest (the "Per Share Price").

Footnote F3

Includes 4,239 shares of Common Stock underlying 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 F4

Because Ms. Taylor Wolfe served on the board of directors (the "Board") of the Issuer as a representative of Impactive Capital and its affiliates, Impactive Capital was entitled to receive the direct economic interest in securities granted to Ms. Taylor Wolfe by the Issuer in respect of Ms. Taylor Wolfe's Board position. Ms. Taylor Wolfe disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Ms. Taylor Wolfe had any economic interest in such securities except any indirect economic interest through Impactive Capital and its affiliates.

Footnote F5

The securities reported herein were held directly by certain funds and/or accounts (the "Impactive Funds"). Pursuant to an Investment Management Agreement, the Impactive Funds delegated all voting and investment power over the securities directly held by the Impactive Funds and their general partners to Impactive Capital, which serves as the investment manager of the Impactive Funds. Impactive GP, as the general partner of Impactive Capital, and each of Mr. Asmar and Ms. Taylor Wolfe, as Managing Members of Impactive GP, may have been deemed to exercise voting and investment power over such securities. The Impactive Funds specifically disclaimed beneficial ownership of such securities by virtue of their inability to vote or dispose of such securities as a result of such delegation to Impactive Capital.