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 * NEW ENTERPRISE ASSOCIATES VII LP   2. Issuer Name and Ticker or Trading Symbol Financial Engines, Inc. [FNGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1954 GREENSPRING DRIVE, SUITE 600 3. Date of Earliest Transaction (Month/Day/Year) 03/19/2010 (Street) TIMONIUM, MD 21093 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 03/19/2010   C   3,120,744 A (1) 4,068,257 D (2)   Common Stock 03/19/2010   J(3)   6,635 A (3) 4,074,892 D (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Series B Preferred Stock	(1)	03/19/2010		C			1,157,964	(1)	(1)	Common Stock	1,157,964	(1)	0	D (2)
Series C Preferred Stock	(1)	03/19/2010		C			395,899	(1)	(1)	Common Stock	395,899	(1)	0	D (2)
Series D Preferred Stock	(1)	03/19/2010		C			532,426	(1)	(1)	Common Stock	532,426	(1)	0	D (2)
Series E Preferred Stock	(1)	03/19/2010		C			109,026	(1)	(1)	Common Stock	109,026	(1)	0	D (2)
Series F Preferred Stock	(1)	03/19/2010		C			925,429	(1)	(1)	Common Stock	925,426	(1)	0	D (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NEW ENTERPRISE ASSOCIATES VII LP 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093		X
NEA PARTNERS VII LP 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093		X

Signatures

/s/ Shawn Conway, attorney-in-fact		03/23/2010
**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)	Each share of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock automatically converted into the issuer's Common Stock on a one for one basis upon the closing of the issuer's initial public offering on March 19, 2010 and had no expiration date.
(2)	The shares are directly held by New Enterprise Associates VII, Limited Partnership ("New Enterprise Associates VII") and indirectly held by NEA Partners VII, Limited Partnership ("NEA Partners VII"), the sole general partner of New Enterprise Associates VII, and the individual general partners of NEA Partners VII (NEA Partners VII and the individual general partners together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners VII are Peter Barris, C. Richard Kramlich, John Nehra, Charles W. Newhall, III and Mark W. Perry. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or otherwise of the securities of the issuer held by New Enterprise Associates VII in which such Indirect Reporting Person has no pecuniary interest therein.
(3)	New Enterprise Associates VII received an additional 6,635 shares of the issuer's Common Stock in connection with the conversion, on a one for one basis, of shares of Series E Preferred Stock.

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