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 *
  Campbell Michael Jerome
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, 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, Technology
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 24,853
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 ISO (Right to buy)   (1) 03/23/2015 Common Stock 18,529 $ 4.25 D  
Employee Stock Option ISO (Right to buy)   (1) 03/24/2016 Common Stock 13,333 $ 7.5 D  
Employee Stock Option NQ (Right to buy)   (1) 03/24/2016 Common Stock 3,889 $ 7.5 D  
Employee Stock Option ISO (Right to buy)   (1) 11/11/2018 Common Stock 15,360 $ 6.51 D  
Employee Stock Option NQ (Right to buy)   (1) 11/11/2018 Common Stock 29,640 $ 6.51 D  
Employee Stock Option ISO(Right to buy)   (1) 11/09/2019 Common Stock 12,515 $ 7.99 D  
Employee Stock Option NQ (Right to buy)   (1) 11/09/2019 Common Stock 7,485 $ 7.99 D  
Employee Stock Option NQ (Right to buy)   (2) 11/18/2021 Common Stock 9,700 $ 21.39 D  
Employee Stock Option NQ (Right to buy)   (3) 11/16/2022 Common Stock 10,660 $ 26.22 D  
Employee Stock Option NQ (Right to buy)   (4) 05/22/2023 Common Stock 10,925 $ 42.8 D  
Employee Stock Option NQ (Right to buy)   (5) 11/22/2023 Common Stock 4,575 $ 66.6 D  
Restricted Stock Units (6)   (7)   (8) Common Stock 2,286 $ 0 D  
Restricted Stock Units (6)   (9)   (8) Common Stock 3,210 $ 0 D  
Restricted Stock Units (6)   (10)   (8) Common Stock 4,675 $ 0 D  
Restricted Stock Units (6)   (11)   (8) Common Stock 1,675 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Campbell Michael Jerome
1050 ENTERPRISE WAY
3RD FLOOR
SUNNYVALE, CA 94089
      EVP, Technology  

Signatures

Jeffrey C. Grace Attorney-in-fact For: Michael Jerome Campbell 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 2425 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 1143 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.

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