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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus X Partners, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus X GP L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| WPP GP LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus Partners, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| Warburg Pincus Partners GP LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| WARBURG PINCUS & CO. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | X | ||
| KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
| Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 |
X | |||
| WARBURG PINCUS PRIVATE EQUITY X, L.P., By: WP X LP, its general partner ("GP"), By: WP X GP, its GP, By: WPP GP, its GP, By: WP Partners, its managing member ("MM"), By: WPP GP LLC, its GP, By: WP, its MM, By: /s/ Robert B. Knauss, Partner | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| WARBURG PINCUS X PARTNERS, L.P., By: WP X LP, its GP, By: WP X GP, its GP, By: WPP GP LLC, its GP, By: Warburg Pincus Partners, L.P., its MM, By: Warburg Pincus GP LLC, its GP, By: Warburg Pincus & Co., its MM, By: /s/ Robert B. Knauss, Partner | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| WARBURG PINCUS X, L.P., By: Warburg Pincus X GP L.P., its GP, By: WPP GP LLC, its GP, By: Warburg Pincus Partners, L.P., its MM, By: Warburg Pincus Partners GP LLC, its GP, By: Warburg Pincus & Co., its MM, By: /s/ Robert B. Knauss, Partner | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| WARBURG PINCUS X GP L.P., By: WPP GP LLC, its GP, By: Warburg Pincus Partners, L.P., its MM, By: Warburg Pincus Partners GP LLC, its GP, By: Warburg Pincus & Co., its MM, By: /s/ Robert B. Knauss, Partner | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| WPP GP LLC, By: Warburg Pincus Partners, L.P., its Managing Member, By: Warburg Pincus Partners GP LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| WARBURG PINCUS PARTNERS, L.P., By: Warburg Pincus Partners GP LLC, its General Partner, By: Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| WARBURG PINCUS PARTNERS GP LLC, By:Warburg Pincus & Co., its Managing Member, By: /s/ Robert B. Knauss, Partner | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| WARBURG PINCUS & CO., By: /s/ Robert B. Knauss, Partner | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| CHARLES R. KAYE, By: /s/ Robert B. Knauss, Attorney-in-Fact* | 02/01/2016 | |
| **Signature of Reporting Person | Date | |
| JOSEPH P. LANDY, By: /s/ Robert B. Knauss, Attorney-in-Fact* | 02/01/2016 | |
| **Signature of Reporting Person | Date |
| * | 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) | This Form 4 is being jointly filed pursuant to Rule 16a-1(a)(3) and Rule 16a-3(k) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") in connection with the consummation of certain transactions contemplated by that certain Agreement and Plan of Mergers, dated as of November 5, 2015 (as it may be amended from time to time, the "Merger Agreement"), by and among Financial Engines, Inc., a Delaware corporation (the "Issuer"), Mayberry Acquisition Sub I, LLC, a Delaware limited liability company, Mayberry Acquisition Sub, Inc., a Delaware corporation, Mayberry Acquisition Sub II, LLC, a Delaware limited liability company, Kansas City 727 Acquisition LLC, a Delaware limited liability company, Kansas City 727 Acquisition Corporation, a Delaware corporation ("KC Blocker"), TMFS Holdings, Inc., a Nevada corporation ("Management Blocker"), [footnote cont'd] |
| (2) | [continued] and, solely in its capacity as Seller's Representative, WP Fury Holdings, LLC, a Delaware limited liability company, and by that certain Put/Call Letter Agreement, dated as of November 5, 2015 (the "Put/Call Agreement") by and among Management Blocker, WP X Finance, L.P., a Delaware limited partnership ("WP X Finance") and Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners" and together with WP X Finance, the "WP Parties"). |
| (3) | Pursuant to the Merger Agreement, upon the consummation of the transactions contemplated thereby on February 1, 2016, the WP Parties received an aggregate of 7,580,706 shares of Common Stock upon conversion of 534.14 shares of KC Blocker, where each share of KC Blocker stock was converted into the right to receive 11,827.3178 shares of Common Stock, and in satisfaction of the obligations of KC Blocker under certain promissory notes issued by KC Blocker to the WP Parties with an aggregate face value and due but unpaid interest as of February 1, 2016 in the amount of $70,022,508.50. In addition, pursuant to the Put/Call Agreement, upon the consummation of the transactions contemplated thereby on February 1, 2016, the WP Parties purchased from Management Blocker 637,550 shares of Common Stock at a price of $31.37 per share. |
| (4) | The stockholders of the Issuer are WP X Partners and Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X", and together with WP X Partners, the "WP X Funds"), which indirectly holds shares of Common Stock through its wholly owned subsidiary, WP X Finance. WP X is the general partner of WPX GP, L.P., a Delaware limited partnership, which is the managing general partner of WP X Finance. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X and WP X Partners. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. [footnote cont'd] |
| (5) | [continued] Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC") is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP GP LLC. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds. Charles R. Kaye and Joseph P. Landy (Messrs. Kaye and Landy, together with the WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, and WP LLC, the "WP Entities") are Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to be the beneficial owners of the shares of Common Stock held by the WP X Funds. [footnote cont'd] |
| (6) | [continued] Each WP Entity disclaims beneficial ownership with respect to any shares of Common Stock, except to the extent of its pecuniary interest in such shares of Common Stock and this report shall not be deemed an admission that for purposes of Section 16 of the Exchange Act or otherwise any of the WP Entities is the beneficial owner of the Common Stock. |
| Remarks: Solely for the purposes of Section 16 of the Exchange Act, each of the WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC and WP may be deemed directors by deputization by virtue of their contractual right to appoint a director to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 5 of this Form 4. Due to the limitations on the number of Reporting Persons allowed on each Form 4, WP LLC is filing a separate Form 4. * Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the United States Securities and Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. (now known as Laredo Petroleum, Inc.) and is hereby incorporated by reference. | |