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Form 4 ENVIVIO INC For: Oct 27 Filed by: Miller Erik E.

October 29, 2015 8:17 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
Expires: December 31, 2014
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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).
1. Name and Address of Reporting Person *
Miller Erik E.
(Last) (First) (Middle)
535 MISSION STREET, 27TH FLOOR
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENVIVIO INC [ ENVI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 0.3 10/27/2015   D     46,137   (1) 01/25/2020 Common Stock 46,137 (1) 0 D  
Stock Option (right to buy) $ 0.3 10/27/2015   D     129,468   (1) 12/07/2020 Common Stock 129,468 (1) 0 D  
Stock Option (right to buy) $ 3.3 10/27/2015   D     45,740   (2) 09/11/2023 Common Stock 45,740 (2) 0 D  
Stock Option (right to buy) $ 3.25 10/27/2015   D     45,740   (3) 03/25/2024 Common Stock 45,740 (3) 0 D  
Stock Option (right to buy) $ 2 10/27/2015   D     125,000   (4) 09/10/2024 Common Stock 125,000 (4) 0 D  
Stock Option (right to buy) $ 1.83 10/27/2015   D     128,000   (5) 08/10/2025 Common Stock 128,000 (5) 0 D  
Explanation of Responses:
1. Pursuant to an Agreement and Plan of Merger dated September 10, 2015 by and among Ericsson Inc., Cindy Acquisition Corp. and Envivio, Inc. (the "Merger Agreement"), this fully vested option was converted at the effective time of the merger into a right to receive a cash payment representing the difference between the exercise price of this option and $4.10 per share.
2. Pursuant to the Merger Agreement, this option was converted at the effective time of the merger into a right to receive: (a) a cash payment representing the difference between the exercise price of this option and $4.10 per share, payable in a lump sum as soon as reasonably practicalable following the effective time of the merger for the vested portion of the option representing 29,301 shares and (b) a cash payment representing the difference between the exercise price of this option and $4.10 per share payable in periodic payments no less frequently than on a semi-annual basis following the vesting of the unvested portion of the option as if such option continued to vest following the effective time of the merger, representing 16,439 shares.
3. Pursuant to the Merger Agreement, this option was converted at the effective time of the merger into a right to receive: (a) a cash payment representing the difference between the exercise price of this option and $4.10 per share, payable in a lump sum as soon as reasonably practicalable following the effective time of the merger for the vested portion of the option representing 25,014 shares and (b) a cash payment representing the difference between the exercise price of this option and $4.10 per share payable in periodic payments no less frequently than on a semi-annual basis following the vesting of the unvested portion of the option as if such option continued to vest following the effective time of the merger, representing 20,276 shares.
4. Pursuant to the Merger Agreement, this option was converted at the effective time of the merger into a right to receive: (a) a cash payment representing the difference between the exercise price of this option and $4.10 per share, payable in a lump sum as soon as reasonably practicalable following the effective time of the merger for the vested portion of the option representing 56,640 shares and (b) a cash payment representing the difference between the exercise price of this option and $4.10 per share payable in periodic payments no less frequently than on a semi-annual basis following the vesting of the unvested portion of the option as if such option continued to vest following the effective time of the merger, representing 68,360 shares.
5. Pursuant to the Merger Agreement, this option was converted at the effective time of the merger into a right to receive: (a) a cash payment representing the difference between the exercise price of this option and $4.10 per share, payable in a lump sum as soon as reasonably practicalable following the effective time of the merger for the vested portion of the option representing 32,000 shares and (b) a cash payment representing the difference between the exercise price of this option and $4.10 per share payable in periodic payments no less frequently than on a semi-annual basis following the vesting of the unvested portion of the option as if such option continued to vest following the effective time of the merger, representing 96,000 shares.
/s/ Erik E. Miller 10/29/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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