Edgar Filing: Financial Engines, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NEW ENTERPRISE ASSOCIATES VII LP

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2010

(Street)

TIMONIUM, MD 21093

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/30/2010		J⁽¹⁾		1,266,044	D	$ 0	2,808,848	D ⁽²⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NEW ENTERPRISE ASSOCIATES VII LP 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093		X
NEA PARTNERS VII LP 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM, MD 21093		X

Signatures

/s/ Louis S. Citron, attorney-in-fact		09/01/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	New Enterprise Associates VII, Limited Partnership ("NEA VII") made a pro rata distribution for no consideration of an aggregate of 1,266,044 shares of common stock of the Issuer to its limited partners on August 30, 2010. As a result of such distribution, NEA VII now no longer owns 10% or more of the outstanding common stock of the Issuer and, accordingly, is no longer subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), with respect to ownership of common stock of the Issuer which, in turn means that the Indirect Reporting Persons (as defined below), with the exception of C. Richard Kramlich, who remains a reporting person solely by virtue of his status as a director of the Issuer, are also no longer subject to such provisions of the 1934 Act.
(2)	The shares are directly held by NEA VII and indirectly held by NEA Partners VII, Limited Partnership ("NEA Partners VII"), the sole general partner of NEA VII, and the individual general partners of NEA Partners VII (NEA Partners VII and the individual general partners together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners VII are Peter J. Barris, C. Richard Kramlich, John M. Nehra, Charles W. Newhall, III and Mark W. Perry. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, or otherwise of such portion of the securities of the Issuer held by NEA VII in which such Indirect Reporting Person has no pecuniary interest.

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