SEC Form SC 13D/A filed by Envestnet Inc (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Envestnet, Inc.

(Name of Issuer)

Common Stock, par value $0.005 per share

(Title of Class of Securities)

29404K106

(CUSIP Number)

LAUREN TAYLOR WOLFE

CHRISTIAN ASMAR

IMPACTIVE CAPITAL LP

152 West 57^th Street, 17^th Floor

New York, New York 10019

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 27, 2023

(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 § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

The following constitutes Amendment No.4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On March 27, 2023, Impactive Capital Master Fund LP, an affiliate of the Reporting Persons, and Impactive Capital (together, “Impactive”) entered into a Cooperation Agreement with the Issuer (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement, the Issuer agreed to appoint to the board of directors of the Issuer (the “Board”) Lauren Taylor Wolfe (the “Direct Designee”) as a Class III director with an initial term expiring at the Issuer’s 2025 annual meeting of stockholders and Wendy Lane (the “Independent Designee”) as a Class I director with an initial term expiring at the Issuer’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”). Pursuant to the terms of the Cooperation Agreement, Ms. Taylor Wolfe will be appointed to the Audit Committee of the Board and Ms. Lane will be appointed to the Nominating and Governance Committee of the Board. Additionally, under the Cooperation Agreement, Impactive has replacement rights in the event the Independent Designee is unable to serve as a director during the Cooperation Period (as defined below) subject to certain conditions.

The terms of the Cooperation Agreement provide that Impactive is subject to customary standstill obligations from the date of the Cooperation Agreement until the later of (x) the date of the 2024 Annual Meeting and (y) the date that is sixty calendar days after the date on which the Direct Designee is not a member of the Board (the “Cooperation Period”).

Pursuant to the Cooperation Agreement, the Issuer has agreed to put forth for a stockholder vote a proposal to declassify the Board at the 2024 Annual Meeting. The Cooperation Agreement also contains customary mutual non-disparagement provisions.

The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 54,019,836 Shares outstanding as of February 21, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2023.

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Item 6 is hereby amended to add the following:

On March 27, 2023, Impactive and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 28, 2023