Sec Form 13D Filing - BlackRock Inc. (BLK) filing for ENVESTNET, INC. (ENV) - 2021-05-21

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

ENVESTNET, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29404K106

(CUSIP Number)

David Maryles

Managing Director, Legal and Compliance

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

(212) 810-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 21, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: 29404K106

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Item 1. Security and Issuer.

This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.005 per share (the “Common Stock”), of Envestnet, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 35 East Wacker Drive, Suite 2400, Chicago, Illinois.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed by BlackRock, Inc. (“BlackRock”). BlackRock is a Delaware corporation that, through its subsidiaries, provides diversified investment management directly and indirectly through various investment products to institutions, intermediaries and individual investors. Investment management services primarily consist of the management of equity, fixed income, multi-asset class, alternative investment and cash management products. BlackRock, through its subsidiaries (the “Advisory Subsidiaries”), offers its investment products in a variety of accounts, including open-end and closed-end mutual funds, iShares^® exchange-traded funds, collective investment trusts and separate accounts. In addition, the Advisory Subsidiaries, provide market risk management, financial markets advisory and enterprise investment system services to a broad base of clients. Financial markets advisory services include valuation services relating to illiquid securities, dispositions and workout assignments (including long-term portfolio liquidation assignments), risk management and strategic planning and execution. The principal office and business address of BlackRock is 55 East 52nd Street, New York, NY 10055.

Certain of the securities reported herein include Common Stock held directly by BlackRock for its own account that were previously included in a statement on Schedule 13G filed by BlackRock on February 8, 2021. BlackRock did not acquire any beneficial ownership of Common Stock with the purpose or effect of changing or influencing the control of the Issuer or as a participant in any transaction having such purpose or effect, or in connection with any plan or proposal that would be subject to disclosure under Item 4 of Schedule 13D with respect to the Issuer. The Advisory Subsidiaries, as the investment advisers to certain client accounts, continue to hold Common Stock in their ordinary course of business, not with the purpose or effect of changing or influencing the control of the Issuer or as a participant in any transaction having such purpose or effect, and not in connection with any plan or proposal that would be subject to disclosure under Item 4 of Schedule 13D with respect to the Issuer. Therefore, this Schedule 13D should not be deemed to constitute an admission that BlackRock is required to file a Schedule 13D pursuant to Rule 13d-1 under the Act with respect to the Common Stock held directly by the Advisory Subsidiaries that act as the investment advisers to certain client accounts, however, BlackRock is voluntarily filing this Schedule with respect to all Common Stock beneficially owned by BlackRock.

(b) – (c) and (f) Current information concerning the identity and background of each of the executive officers and directors of BlackRock is set forth on Annex A (collectively, the “Covered Persons”), attached hereto and incorporated herein by reference.

(d) and (e) During the last five years, neither BlackRock, nor to the best of its knowledge, any Covered Person has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) or, except as set forth in Annex B attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Neither the present filing nor anything contained herein shall be construed as an admission that BlackRock constitutes a “person” for any purposes other than Section 13(d) of the Exchange Act.

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Item 3. Source and Amount of Funds or Other Consideration.

As of May 20, 2021, BlackRock, in its role as the parent of the Adviser Subsidiaries in the capacity as investment advisers to certain client accounts, held beneficial ownership of 4,065,350 shares of Common Stock acquired prior to such date for an aggregate purchase price of $238,726,155.18. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of business of the Advisory Subsidiaries.

In addition, as previously disclosed, in December 2018, BlackRock for its own account acquired directly from the Issuer 2,355,816 shares of Common Stock at a purchase price of $52.13 per share for an aggregate purchase price of $122,808,688.08 (from BlackRock’s working capital balances) and a warrant (the “Warrant”) to purchase 471,163 shares of Common Stock at an exercise price of $65.16 per share, subject to customary anti-dilution adjustments. The Warrant is exercisable at BlackRock’s option for four years from the date of issuance. The Warrant may be exercisable through cash exercise or net issue exercise, with cash settlement at the Issuer’s sole discretion.

Transactions made for investment purposes in the ordinary course of business of the Advisory Subsidiaries are undertaken solely for the benefit of the applicable client account and are independent from the strategic relationship with and investment in the Issuer made by BlackRock for its own account.

Item 4. Purpose of Transaction.

Other than the 2,355,816 shares of Common Stock acquired by BlackRock for its own account in 2018 in connection with the strategic relationship described below, all of the Common Stock of the Issuer was acquired for investment purposes by funds and accounts for which certain of the Advisory Subsidiaries act as investment advisers.

BlackRock does not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

As previously disclosed, BlackRock and certain of its subsidiaries and the Issuer entered into a strategic relationship to enhance the investment technology solutions they provide to financial advisors and the clients they serve. Also as previously announced, in conjunction with the strategic relationship, BlackRock acquired the 2,355,816 shares of Common Stock and the Warrant for its own account. BlackRock reviews its strategic relationship with, and investment in, the Issuer on a continuing basis. BlackRock has engaged, and may in the future further engage, in discussions with management, the board of directors, other shareholders of the Issuer and other relevant parties on various matters related to the Issuer and BlackRock’s investment in the Issuer, including matters related to the business, management, operations, assets, strategy and future plans of the Issuer and BlackRock. There can be no assurance as to the outcome of any of such discussions. These discussions, however, may at any time and from time to time include proposing, considering or negotiating conditional terms of (a) acquiring additional securities of the Issuer, including but not limited to in connection with corporate control transactions, or disposing of all or a portion of the Common Stock or the Warrant, through open market transactions, privately negotiated transactions, amendments to its agreements with the Issuer, or otherwise, (b) extending, enhancing, or modifying BlackRock’s strategic relationship with the Issuer by, among other things, entering into commercial agreements and relationships in connection therewith, or (c) to take any other available course of action, including one or more of the actions described in subparagraphs (a) – (j) of Item 4 of Schedule 13D. In reaching any decision as to its course of any action (as well as the specific elements thereof), BlackRock currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business, strategy and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to BlackRock; changes in law and government regulations; general economic conditions; financial and stock market conditions, including the market price of the securities of the Issuer.

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Item 5. Interest in Securities of the Issuer.

(a) and (b) The responses of BlackRock to Rows (7) through (11), and (13) of the cover page of this Schedule 13D are incorporated herein by reference.

The aggregate percentage of shares of Common Stock reported as beneficially owned by BlackRock was calculated based on 54,422,622 shares of Common Stock issued and outstanding as of April 30, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q f or the period ended March 31, 2021 filed with the U.S. Securities and Exchange Commission on May 7, 2021.

The Common Stock beneficially owned by BlackRock includes Common Stock beneficially owned by the Advisory Subsidiaries, including Aperio Group LLC, BlackRock Advisors (UK) Limited, BlackRock Advisors LLC, BlackRock Asset Management Canada Limited, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited, BlackRock Investment Management, LLC and BlackRock Japan Co., Ltd., none of which beneficially owns in excess of 5% of the outstanding Common Stock.

(c) Annex C, attached hereto, sets forth transactions in the Common Stock that were effected during the 60-day period ended May 20, 2021. The transactions in the Common Stock described on Annex C were effected on securities exchanges unless otherwise indicated therein.

(d) Except for investment advisory clients of the Advisory Subsidiaries, who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock, no other person is known by BlackRock to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock that may be beneficially owned by BlackRock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 4 is hereby incorporated herein by reference.

For the avoidance of doubt, the Issuer and BlackRock have a number of commercial agreements in connection with the strategic relationship discussed above.

On December 20, 2018, BlackRock and the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) providing BlackRock or its designee with certain customary registration rights with respect to 2,355,816 shares of Common Stock and the shares underlying the Warrant. Pursuant to the Registration Rights Agreement, BlackRock or its designee is entitled to certain customary demand registration, shelf takedown and piggyback registration rights, subject to certain customary limitations (including with respect to minimum offering size and maximum number of demands and underwritten shelf takedowns).

The above description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 2.

Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between BlackRock and any other person with respect to any securities of the Issuer or among the Advisory Subsidiaries, including but not limited to transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies (other than the transfer of voting rights with respect to shares of Common Stock that are loaned out in the ordinary course of BlackRock’s and its subsidiaries’ securities lending programs).

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Item 7. Material to be filed as Exhibits.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Annex A

The following is a list of the executive officers and directors of BlackRock, Inc. (collectively, the “Covered Persons”), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by BlackRock).

Executive Officers

A-1

Directors

A-2

Annex B

On January 17, 2017, BlackRock reached an agreement with the U.S. Securities and Exchange Commission (the “SEC”), resolving a matter regarding a provision in an old version of BlackRock’s form employee separation agreement that the SEC found violated the Dodd Frank Act’s whistleblower provisions. In the settlement with the SEC, BlackRock agreed to pay a $340,000 penalty and consented to the entry of an Administrative Order containing a finding that BlackRock violated Rule 21F-17 under the Act and ordering BlackRock to cease and desist from committing or causing any violations and any future violations of Rule 21F-17.

B-1

Annex C

Transaction in Common Stock

C-1

C-2

C-3

C-4

C-5

C-6

C-7

C-8