FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * O'Brien Shelly   2. Issuer Name and Ticker or Trading Symbol ENVESTNET, INC. [ENV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer (Last) (First) (Middle) 35 EAST WACKER DRIVE, SUITE 2400 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2016 (Street) CHICAGO, IL 60601 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/28/2016   M(1)   3,199 A $ 0 6,724 D   Common Stock 02/28/2016   F   983 (2) D $ 0 5,741 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 7.5

04/26/2007(3)

04/26/2017

Common Stock

5,000

57,903

D

Employee Stock Option (Right to Buy)

$ 7.5

04/30/2009(4)

04/30/2018

Common Stock

5,000

5,000

D

Employee Stock Option (Right to Buy)

$ 7.15

05/15/2010(4)

05/15/2019

Common Stock

2,000

2,000

D

Employee Stock Option (Right to Buy)

$ 9

07/28/2011(3)

07/28/2020

Common Stock

18,366

18,366

D

Employee Stock Option (Right to Buy)

$ 12.55

02/28/2012(3)

02/28/2021

Common Stock

3,333

3,333

D

Employee Stock Option (Right to Buy)

$ 12.45

02/28/2013(3)

02/28/2022

Common Stock

3,339

3,339

D

Employee Stock Option (Right to Buy)

$ 15.34

02/28/2014(3)

02/28/2023

Common Stock

7,150

7,150

D

Employee Stock Option (Right to Buy)

$ 41.84

02/28/2015(3)

02/28/2024

Common Stock

5,500

5,500

D

Employee Stock Option (Right to Buy)

$ 53.88

02/29/2016(3)

02/28/2025

Common Stock

4,800

4,800

D

Restricted Stock Award

(5)

02/28/2016

M

933

(7)

02/28/2016

Common Stock

933

(6)

0

D

Restricted Stock Award

(5)

02/28/2016

M

1,200

(8)

02/28/2017

Common Stock

1,200

(6)

1,200

D

Restricted Stock Award

(5)

02/28/2016

M

1,066

(9)

02/28/2018

Common Stock

1,066

(6)

2,134

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
O'Brien Shelly 35 EAST WACKER DRIVE SUITE 2400 CHICAGO, IL 60601			Chief Legal Officer

Signatures

/s/ Shelly O'Brien		03/01/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents the conversion upon vesting of restricted stock awards into common stock (the "Converted Common Stock "). The reporting person was granted 2,800 restricted stock units on February 28, 2013, 3,600 restricted stock units on February 28, 2014 and 3,200 restricted stock units on February 28, 2015 of which 1/3 of the shares subject to the restricted stock units of each grant vested on February 28, 2016. Such restricted stock units were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on March 4, 2013, March 4, 2014 and March 3, 2015.
(2)	The reporting person is reporting the withholding by Envestnet, Inc. of 983 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the delivery of the Converted Common Stock to the reporting person on February 28, 2016.
(3)	Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
(4)	Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
(5)	Each restricted stock award is the economic equivalent of one share of Envestnet, Inc. Common Stock
(6)	Each restricted award represents the contingent right to receive one share of common stock upon the vesting of the unit.
(7)	The reporting person was granted 2,800 restricted stock units on February 28, 2013, of which 1/3 of the shares subject to the restricted stock award of each grant vested on February 28, 2016. The common stock into which such vested restricted stock units converted on February 28, 2016 is reported in Table I on this Form 4. This grant was fully vested on 2/28/2016.
(8)	The reporting person was granted 3,600 restricted stock units on February 28, 2014, of which 1/3 of the shares subject to the restricted stock award of each grant vested on February 28, 2016. The common stock into which such vested restricted stock units converted on February 28, 2016 is reported in Table I on this Form 4. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested.
(9)	The reporting person was granted 3,200 restricted stock units on February 28, 2015, of which 1/3 of the shares subject to the restricted stock award of each grant vested on February 28, 2016. The common stock into which such vested restricted stock units converted on February 28, 2016 is reported in Table I on this Form 4. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested.

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