Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
KOONTZ PAUL G
   2. Issuer Name and Ticker or Trading Symbol
Financial Engines, Inc. [FNGN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O FOUNDATION CAPITAL, 250 MIDDLEFIELD ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
05/22/2013
(Street)

MENLO PARK, CA 94025		 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 05/23/2013   S(7)   10,150 D $ 42.7439 15,850 I By Koontz Investments, LP Fund 3 (1)
Common Stock 05/23/2013   S(8)   5,000 D $ 42.8 6,638 I By Paul Koontz 2010 Annuity Trust (3)
Common Stock 05/23/2013   S(9)   5,000 D $ 42.9075 6,638 I By Andrea Koontz 2010 Annuity Trust (4)
Common Stock 05/24/2013   S(10)   9,850 D $ 42.331 6,000 I By Koontz Investments, LP Fund 3 (1)
Common Stock               8,000 I By The Koontz Revocable Trust Dated 06/29/1998 (2)
Common Stock               1,250 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Restricted Stock Unit $ 0 (5) 05/22/2013 05/22/2013 A   5,000     (6)   (6) Common Stock 5,000 $ 0 5,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KOONTZ PAUL G
C/O FOUNDATION CAPITAL
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025		   X      

Signatures

 /s/ David A. Singer, Attorney-in-fact   05/24/2013
**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) Shares held by Koontz Investments, LP Fund 3. Paul G. Koontz is a General Partner of Koontz Investments, LP Fund 3 and disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein.
(2) Shares held by Paul G. Koontz as Trustee of the Koontz Revocable Trust Dated 06/29/1998.
(3) Shares held by Paul G. Koontz as the Trustee of the Paul Koontz 2010 Annuity Trust.
(4) Spouse of Paul G. Koontz, Andrea Koontz is the Trustee of the Andrea Koontz 2010 Annuity Trust. Mr. Koontz disclaims beneficial ownership of the reported securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(5) Each restricted stock unit represents a contingent right to receive one share of Financial Engines, Inc. common stock.
(6) The Restricted Stock units vest in four equal annual installments beginning 5/22/2013.
(7) On 5/23/2013, Paul G. Koontz, as General Partner of Koontz Investments, LP Fund 3, sold 10,150 shares of stock.
(8) On 5/23/2013, Paul G. Koontz, Trustee of the Paul Koontz 2010 Annuity Trust, sold 5,000 shares of stock.
(9) On 5/23/2013, spouse of Paul G. Koontz, Andrea Koontz, Trustee of the Andrea Koontz 2010 Annuity Trust, sold 5,000 shares of stock.
(10) On 5/24/2013, Paul G. Koontz, as General Partner of Koontz Investments, LP Fund 3, sold 9,850 shares of stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.