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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 | ||||||||
| Restricted Stock Units | $ 0 (2) | 07/19/2018 | D | 5,250 | (3) | (3) | Common Stock | 5,250 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 (2) | 07/19/2018 | D | 20,334 | (3) | (3) | Common Stock | 20,334 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 (2) | 07/19/2018 | D | 14,814 | (3) | (3) | Common Stock | 14,814 | $ 0 | 0 | D | ||||
| Restricted Stock Units | $ 0 (2) | 07/19/2018 | D | 25,291 | (3) | (3) | Common Stock | 25,291 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 7.99 | 07/19/2018 | D | 8,514 | (4) | (4) | Common Stock | 8,514 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 21.39 | 07/19/2018 | D | 39,420 | (4) | (4) | Common Stock | 39,420 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 26.22 | 07/19/2018 | D | 48,570 | (4) | (4) | Common Stock | 48,570 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 55.96 | 07/19/2018 | D | 26,635 | (4) | (4) | Common Stock | 26,635 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 31.43 | 07/19/2018 | D | 115,414 | (4) | (4) | Common Stock | 115,414 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 26.43 | 07/19/2018 | D | 96,371 | (4) | (4) | Common Stock | 96,371 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 44.3 | 07/19/2018 | D | 52,684 | (4) | (4) | Common Stock | 52,684 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 34.4 | 07/19/2018 | D | 71,554 | (4) | (4) | Common Stock | 71,554 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Jones Christopher L. 1050 ENTERPRISE WAY 3RD FLOOR SUNNYVALE, CA 94089 |
EVP & Chief Investment Officer | |||
| /s/ Robert Mills, Attorney-in-Fact For: Christopher L. Jones | 07/23/2018 | |
| **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 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among Financial Engines, Inc. (the "Company"), Edelman Financial, L.P., (the "Parent"), and Flashdance Merger Sub, Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on May 2, 2018, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on July 19, 2018 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $45.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of Financial Engines, Inc. common stock. |
| (3) | At the Effective Time, each outstanding restricted stock unit award became fully vested and was cancelled and converted into the right to receive the Merger Consideration in respect of each vested share of common stock of the Company subject to such award, in each case subject to withholding taxes if applicable. |
| (4) | At the Effective Time, each outstanding option to acquire shares of common stock of the Company became fully vested (to the extent unvested) and was cancelled and converted into the right to receive the product of (1) the excess, if any, of the Merger Consideration over the applicable exercise price of such option, multiplied by (2) the total number of shares of common stock of the Company subject to such option, subject to applicable withholding taxes. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration. |
| Remarks: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 29, 2018, by and among Financial Engines, Inc. (the "Company"), Edelman Financial, L.P., (the "Parent"), and Flashdance Merger Sub, Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on May 2, 2018, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on July 19, 2018 (the "Effective Time"). | |