4//SEC Filing
O'Brien Shelly 4
Accession 0001213900-24-102147
CIK 0001337619other
Filed
Nov 24, 7:00 PM ET
Accepted
Nov 25, 4:05 PM ET
Size
9.8 KB
Accession
0001213900-24-102147
Insider Transaction Report
Form 4
O'Brien Shelly
General Counsel
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2024-11-25−8,931→ 0 total→ Common Stock (8,931 underlying) - Disposition to Issuer
Common Stock
2024-11-25$63.15/sh−84,734$5,350,952→ 0 total
Footnotes (4)
- [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]Includes restricted share units subject to performance-based vesting requirements ("PSUs"). Pursuant to the Merger Agreement, each PSU was, at the Effective Time, canceled and converted into the 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 PSU 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 (x) the Per Share Price, multiplied by (y) the total number of shares of Common Stock subject to such PSU immediately prior to the Effective Time based on actual performance.
- [F4]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.
Documents
Issuer
ENVESTNET, INC.
CIK 0001337619
Entity typeother
Related Parties
1- filerCIK 0001497434
Filing Metadata
- Form type
- 4
- Filed
- Nov 24, 7:00 PM ET
- Accepted
- Nov 25, 4:05 PM ET
- Size
- 9.8 KB