Form SC 13G Financial Engines, Inc. Filed by: VILLERE ST DENIS J & CO LLC
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
FINANCIAL ENGINES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
317485 10 0
(CUSIP Number)
October 31, 2015
Date of Event Which Requires Reporting
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 317485 10 0 | Page 2 of 11 |
| (1) | Name of reporting person
St. Denis J. Villere & Company, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place or organization
Louisiana | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
2,611,946 | ||||
| (6) | Shared voting power
2,644,546 | |||||
| (7) | Sole dispositive power
2,611,946 | |||||
| (8) | Shared dispositive power
2,644,546 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,644,546 Shares | |||||
| (10) | Check box if the aggregate amount in Row (9) excludes certain shares*
N/A | |||||
| (11) | Percent of class represented by amount in Row 9
5.11 % | |||||
| (12) | Type of reporting person*
IA | |||||
| CUSIP No. 317485 10 0 | Page 3 of 11 |
| (1) | Name of reporting person
George V. Young | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place or organization
Louisiana | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
15,600 | ||||
| (6) | Shared voting power
2,644,546 | |||||
| (7) | Sole dispositive power
15,600 | |||||
| (8) | Shared dispositive power
2,629,096 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,644,546 Shares | |||||
| (10) | Check box if the aggregate amount in Row (9) excludes certain shares*
N/A | |||||
| (11) | Percent of class represented by amount in Row 9
5.11 % | |||||
| (12) | Type of reporting person*
IN | |||||
| CUSIP No. 317485 10 0 | Page 4 of 11 |
| (1) | Name of reporting person
St. Denis J. Villere II | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place or organization
Louisiana | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
12,000 | ||||
| (6) | Shared voting power
2,644,546 | |||||
| (7) | Sole dispositive power
12,000 | |||||
| (8) | Shared dispositive power
2,623,946 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,644,546 Shares | |||||
| (10) | Check box if the aggregate amount in Row (9) excludes certain shares*
N/A | |||||
| (11) | Percent of class represented by amount in Row 9
5.11 % | |||||
| (12) | Type of reporting person*
IN | |||||
| CUSIP No. 317485 10 0 | Page 5 of 11 |
| (1) | Name of reporting person
St. Denis J. Villere III | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place or organization
Louisiana | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
5,000 | ||||
| (6) | Shared voting power
2,644,546 | |||||
| (7) | Sole dispositive power
5,000 | |||||
| (8) | Shared dispositive power
2,616,946 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,644,546 Shares | |||||
| (10) | Check box if the aggregate amount in Row (9) excludes certain shares*
N/A | |||||
| (11) | Percent of class represented by amount in Row 9
5.11 % | |||||
| (12) | Type of reporting person*
IN | |||||
| CUSIP No. 317485 10 0 | Page 6 of 11 |
| (1) | Name of reporting person
George G. Villere | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) x
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place or organization
Louisiana | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
| ||||
| (6) | Shared voting power
2,644,546 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,611,946 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,644,546 Shares | |||||
| (10) | Check box if the aggregate amount in Row (9) excludes certain shares*
N/A | |||||
| (11) | Percent of class represented by amount in Row 9
5.11 % | |||||
| (12) | Type of reporting person*
IN | |||||
| CUSIP No. 317485 10 0 | Page 7 of 11 |
SCHEDULE 13G
ITEM 1.
(a)-(b) This Schedule 13G relates to shares of Common Stock (the “Shares”) of FINANCIAL ENGINES, INC., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 1050 Enterprise Way, 3rd Floor, Sunnyvale, CA 94083.
ITEM 2.
(a) This Statement is filed by and on behalf of each of the following persons (collectively, the “Reporting Persons”):
| 1. | St. Denis J. Villere & Company, L.L.C. (“Villere”); |
| 2. | George V. Young; |
| 3. | St. Denis J. Villere II; |
| 4. | St. Denis J. Villere III; and |
| 5. | George G. Villere. |
Each of the Reporting Persons is party to that certain Joint Filing Agreement, attached hereto as Exhibit A. Villere is a registered investment advisor which beneficially owns Shares in various accounts under its management and control. Messrs. G. Young, S. Villere II, S. Villere III and G. Villere serve as members of Villere.
(b) The principal business office of Reporting Persons is located at 601 Poydras St., Suite 1808, New Orleans, Louisiana 70130.
(c) Villere is a Louisiana limited liability company. Messrs. Young, Villere, Villere, and Villere are citizens of the United States of America.
(d) Title of Class of Securities: Common Stock.
(e) CUSIP Number: 317485 10 0.
ITEM 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
| ||
| CUSIP No. 317485 10 0 | Page 8 of 11 |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
| ITEM 4. | Ownership. |
(a) and (b) Amount beneficially owned and Percent of Class:
As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 2,644,546 Shares of Common Stock which equates to approximately 5.11 % of the outstanding Shares (the percentage of Shares of Common Stock owned being based upon 51,762,319 Shares outstanding at 12/30/2014 as set forth in the Issuer’s Form 10-Q for August 5, 2015). Villere has direct beneficial ownership of the Shares of Common Stock in the accounts for which it serves as the investment adviser under its investment management agreements.
Each of Messrs. Young, S. Villere II, S. Villere III and G. Villere, as members of Villere, may be deemed the beneficial owners of the 2,644,546 Shares beneficially owned by Villere, which represents approximately 5.11 % of the issued and outstanding Shares. Messrs. Young, S. Villere II, S. Villere III and G. Villere disclaim beneficial ownership of such Shares.
(c) Power to vote or dispose.
Villere has the power to vote 2,644,546 Shares and the power to dispose of 2,611,946 Shares.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of another Person. |
Not applicable.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
| CUSIP No. 317485 10 0 | Page 9 of 11 |
| ITEM 8. | Identification and Classification of Members of the Group. |
Villere is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, and its principal business is managing a number of accounts containing securities over which Villere has voting and dispositive power. Each of Messrs. Young, S. Villere II, S. Villere III and G. Villere has a controlling interest in Villere.
| ITEM 9. | Notice of Dissolution of Group. |
Not Applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 317485 10 0 | Page 10 of 11 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 19, 2015
| ST. DENIS J. VILLERE & COMPANY, L.L.C. | ||
| By: | /s/ George Young | |
| Name: | George Young | |
| Title: | Member | |
[Signature page continues on next page]
| CUSIP No. 317485 10 0 | Page 11 of 11 |
| GEORGE V. YOUNG |
| /s/ George Young |
| ST. DENIS J. VILLERE II |
| /s/ St. Denis J. Villere II |
| ST. DENIS J. VILLERE III |
| /s/ St. Denis J. Villere III |
| GEORGE G. VILLERE |
| /s/ George Villere |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Financial Engines, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this November 19, 2015.
| ST. DENIS J. VILLERE & COMPANY, L.L.C. | ||
| By: | /s/ George Young | |
| Name: | George Young | |
| Title: | Member | |
| GEORGE V. YOUNG | ||
| /s/ George Young | ||
| ST. DENIS J. VILLERE, II | ||
| /s/ St. Denis J. Villere, II | ||
| ST. DENIS J. VILLERE, III | ||
| /s/ St. Denis J. Villere, III | ||
| GEORGE G. VILLERE | ||
| /s/ George Villere | ||
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