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Filing Details

Accession Number:: 0001140361-13-036800
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-09-23 20:21:49
Reporting Period:: 2013-09-19

Filing Date:: 2013-09-23
Accepted Time:: 2013-09-23 20:21:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1576169	BenefitfocusInc.	BNFT	Services-Prepackaged Software (7372)	462346314

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1586424	Raheel Zia	200 West Street New York NY 10282		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	Disposition	2013-09-19	200	$51.70	0	No	4	S	Indirect	See footnotes
Common Stock	Acquisiton	2013-09-20	200	$50.19	0	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2013-09-23	14,055,851	$0.00	14,055,851	No	4	C	Indirect	See footnotes
Common Stock	Disposition	2013-09-23	2,675,250	$24.65	11,380,601	No	4	S	Indirect	See footnotes

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Convertible Series A Preferred Stock	Disposition	2013-09-23	14,055,851	$0.00	14,055,851	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Footnotes

The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Benefitfocus, Inc. (the "Company"), reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.
The Limited Partnerships (as defined in footnote 4) held shares of Convertible Series A Preferred Stock (the "Series A Preferred Stock") of the Company prior to the initial public offering of the Common Stock. The Company's amended and restated certificate of incorporation provides that each share of its Series A Preferred Stock is convertible into Common Stock at the option of the holder thereof and would be automatically converted into Common Stock upon the closing of the Company's initial public offering of its Common Stock (the "IPO"). On the closing date of the IPO, which was September 23, 2013, all of the shares of Series A Preferred Stock were automatically converted on a one-for-one basis into shares of Common Stock.
Prior to the closing of the Company's IPO, Goldman Sachs and GS Group may have been deemed to beneficially own indirectly, in the aggregate, 14,055,851 shares of the Series A Preferred Stock through certain limited partnerships (the "Limited Partnerships"). Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the Limited Partnerships.
On September 23, 2013, 14,055,851 shares of Series A Preferred Stock beneficially owned directly by the Limited Partnerships were automatically converted into 14,055,851 shares of Common Stock.
Pursuant to an underwriting agreement, dated September 17, 2013 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock, pursuant to the final prospectus dated September 17, 2013, which offering was consummated on September 23, 2013, the Limited Partnerships sold an aggregate of 1,935,000 shares of Common Stock. On September 20, 2013, the underwriters exercised in full their option under the Underwriting Agreement to purchase additional shares of Common Stock from the Limited Partnerships. Pursuant to such option to purchase additional shares of Common Stock, the Limited Partnerships sold an aggregate of 740,250 additional shares of Common Stock.
Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, the 11,380,601 shares of Common Stock through the Limited Partnerships.