Statement of Changes in Beneficial Ownership (4)
July 23 2018 - 5:32PM
Edgar (US Regulatory)
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FORM 4
[
X
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Cruse Gina M
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2. Issuer Name
and
Ticker or Trading Symbol
Financial Engines, Inc.
[
FNGN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, Human Resources
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(Last)
(First)
(Middle)
1050 ENTERPRISE WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/19/2018
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(Street)
SUNNYVALE, CA 94089
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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0
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0.00
(2)
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7/19/2018
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D
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1390
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(3)
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(3)
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Common Stock
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1390
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$0.00
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0
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D
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Restricted Stock Units
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$0.00
(2)
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7/19/2018
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D
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6101
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(3)
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(3)
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Common Stock
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6101
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$0.00
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0
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D
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Restricted Stock Units
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(2)
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7/19/2018
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D
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4656
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(3)
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(3)
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Common Stock
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4656
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$0.00
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0
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D
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Restricted Stock Units
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(2)
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7/19/2018
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D
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7995
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(3)
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(3)
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Common Stock
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7995
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$0.00
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0
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D
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Employee Stock Option (Right to Buy)
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$40.47
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7/19/2018
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D
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14237
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(4)
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(4)
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Common Stock
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14237
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$0.00
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0
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D
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Employee Stock Option (Right to Buy)
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$26.43
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7/19/2018
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D
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28912
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(4)
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(4)
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Common Stock
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28912
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$0.00
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0
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D
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Employee Stock Option (Right to Buy)
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$44.30
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7/19/2018
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D
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16558
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(4)
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(4)
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Common Stock
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16558
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$0.00
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0
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D
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Employee Stock Option (Right to Buy)
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$34.40
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7/19/2018
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D
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22618
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(4)
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(4)
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Common Stock
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22618
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$0.00
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0
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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Each restricted stock unit represents a contingent right to receive one share of Financial Engines, Inc. common stock.
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(3)
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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.
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(4)
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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.
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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").
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cruse Gina M
1050 ENTERPRISE WAY
SUNNYVALE, CA 94089
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EVP, Human Resources
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Signatures
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/s/ Robert Mills, Attorney-in-Fact For: Gina M. Cruse
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7/23/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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.
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