Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  O Donnell Kelly
 2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2012		 3. Issuer Name and Ticker or Trading Symbol
Financial Engines, Inc. [FNGN]
(Last)
(First)
(Middle)
1050 ENTERPRISE WAY, 3RD FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP Marketing
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SUNNYVALE, CA 94089		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 9,715
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (1) 11/09/2019 Common Stock 1,250 $ 7.99 D  
Employee Stock Option (Right to Buy)   (2) 03/15/2021 Common Stock 10,000 $ 23.64 D  
Employee Stock Option (Right to Buy)   (3) 03/22/2021 Common Stock 10,500 $ 25.1 D  
Employee Stock Option (Right to Buy)   (4) 11/18/2021 Common Stock 7,270 $ 21.39 D  
Employee Stock Option (Right to Buy)   (5) 11/16/2022 Common Stock 17,350 $ 26.22 D  
Restricted Stock Units (RSU)   (6) 11/18/2015 Common Stock 2,573 $ (7) D  
Restricted Stock Units (RSU)   (8) 11/16/2016 Common Stock 2,990 $ (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O Donnell Kelly
1050 ENTERPRISE WAY
3RD FLOOR
SUNNYVALE, CA 94089		       EVP Marketing  

Signatures

Joanne E. Burns, Attorney-in-Fact 02/19/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The option award vests as to 1500 shares on 11/09/10, and the remaining shares vest monthly thereafter from 12/09/10 to 11/09/13.
(2) The option award vests as to 2500 shares on 02/15/2012, and the remaining shares vest monthly thereafter from 03/15/12 to 02/15/15.
(3) The option award vests as to 2625 shares on 02/15/2012, and the remaining shares vest monthly thereafter from 03/15/12 to 02/15/15.
(4) The option award vests as to 1817 shares on 11/18/12, and the remaining shares vest monthly thereafter from 12/18/12 to 11/18/15.
(5) The option award vests as to 4337 shares on 11/16/13, and the remaining shares vest monthly thereafter from 12/16/13 to 11/16/16.
(6) The restricted stock units vest in four equal annual installments beginning 11/18/12.
(7) Each restricted stock unit represents a contingent right to receive one share of Financial Engines, Inc. common stock.
(8) The restricted stock units vest in four equal installments beginning 11/16/13.

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