Edgar Filing: Financial Engines, Inc.

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 ^*

Â Costello Mark Peter

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2014

3. Issuer Name and Ticker or Trading Symbol
Financial Engines, Inc. [FNGN]

(Last)

(First)

(Middle)

1050 ENTERPRISE WAY,Â 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, Service Delivery

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SUNNYVALE,Â CAÂ 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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option NQ (Right to buy)	Â ⁽¹⁾	11/09/2019	Common Stock	1,688	$ 7.99	D	Â
Employee Stock Option NQ (Right to buy)	Â ⁽¹⁾	12/16/2019	Common Stock	834	$ 8.75	D	Â
Employee Stock Option NQ (Right to buy)	Â ⁽²⁾	11/18/2021	Common Stock	5,457	$ 21.39	D	Â
Employee Stock Option NQ (Right to buy)	Â ⁽³⁾	11/16/2022	Common Stock	10,660	$ 26.22	D	Â
Employee Stock Option NQ (Right to buy)	Â ⁽⁴⁾	05/22/2023	Common Stock	10,925	$ 42.8	D	Â
Employee Stock Option NQ (Right to buy)	Â ⁽⁵⁾	11/22/2023	Common Stock	4,575	$ 66.6	D	Â
Restricted Stock Units ⁽⁶⁾	Â ⁽⁷⁾	Â ⁽⁸⁾	Common Stock	2,286	$ 0	D	Â
Restricted Stock Units ⁽⁶⁾	Â ⁽⁹⁾	Â ⁽⁸⁾	Common Stock	3,210	$ 0	D	Â
Restricted Stock Units ⁽⁶⁾	Â ⁽¹⁰⁾	Â ⁽⁸⁾	Common Stock	4,675	$ 0	D	Â
Restricted Stock Units ⁽⁶⁾	Â ⁽¹¹⁾	Â ⁽⁸⁾	Common Stock	1,675	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Costello Mark Peter 1050 ENTERPRISE WAY 3RD FLOOR SUNNYVALE,Â CAÂ 94089	Â	Â	Â EVP, Service Delivery	Â

Signatures

Jeffrey C. Grace Attorney-in-fact For: Mark Peter Costello		05/06/2014
^**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)	Fully vested options.
(2)	The option award vests as to 2,425 shares on 11/18/12, and the remaining shares vest monthly thereafter from 12/18/12 to 11/18/15.
(3)	The option award vests as to 2,665 shares on 11/16/13, and the remaining shares vest monthly thereafter from 12/16/13 to 11/16/16.
(4)	The option award vests 100% on 12/31/2015.
(5)	The option award vests as to 1,143 shares on 11/22/14, and the remaining shares vest monthly thereafter from 12/22/14 to 11/22/17.
(6)	Each restricted stock unit represents a contingent right to receive one share of Financial Engines, Inc. common stock.
(7)	The restricted stock units vest in four annual installments beginning 11/18/2012.
(8)	No expiration date.
(9)	The restricted stock units vest in four annual installments beginning 11/16/2013.
(10)	The restricted stock units vest one time on 12/31/2015.
(11)	The restricted stock units vest in four annual installments beginning 11/22/2014.

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

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