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Filing Details

Accession Number:: 0001209191-17-049821
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-08-22 17:33:43
Reporting Period:: 2017-08-22

Accepted Time:: 2017-08-22 16:33:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1430592	Financial Engines Inc.	FNGN	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1428194	E. Michael Martin	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share (?Common Stock?)	Disposition	2017-08-22	4,109,128	$33.05	0	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

Prior to the transaction reported herein, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("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"), were the holders of 4,109,128 shares of Common Stock. On August 22, 2017, the WP X Funds sold 4,109,128 shares of Common Stock in the aggregate to Morgan Stanley & Co. LLC for $33.05 a share, pursuant to an Underwriting Agreement, dated as of August 16, 2017 among the WP X Funds, the Issuer, and Morgan Stanley & Co. LLC. After giving effect to the transaction, the WP X Funds are no longer holders of shares of Common Stock. [footnote cont'd]
[continuation] WP X indirectly held shares of Common Stock through its wholly owned subsidiary, WP X Finance, L.P., a Delaware limited partnership ("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 the WP X Funds. 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. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. [footnote cont'd]
[continuation] 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 and, 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. Michael E. Martin, a director of the Issuer, is a Partner of WP and a Member and Managing Director of WP LLC. All shares of Common Stock indicated as owned by Mr. Martin are included because of his affiliation with the WP Entities. [footnote cont'd]
[continuation] Mr. Martin disclaims beneficial ownership of all shares held by the WP Entities, and this report shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, Mr. Martin or any of the WP Entities is the beneficial owner of the Common Stock.