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Filing Details

Accession Number:: 0001209191-22-028611
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-05-12 17:47:17
Reporting Period:: 2022-05-10

Accepted Time:: 2022-05-12 17:47:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1576169	Benefitfocus Inc.	BNFT	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1327403	Matthew Levin	100 Benefitfocus Way Charleston SC 29492	President And Ceo	Yes	Yes	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
Common Stock	Acquisiton	2022-05-10	19,550	$0.00	507,443	No	4	M	Direct
Common Stock	Acquisiton	2022-05-10	41,047	$0.00	548,490	No	4	M	Direct
Common Stock	Disposition	2022-05-10	37,154	$8.59	511,336	No	4	S	Direct
Common Stock	Disposition	2022-05-11	14,800	$7.99	496,536	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Performance Restricted Stock Units	Disposition	2022-05-10	19,550	$0.00	19,550	$0.00
Common Stock	Performance Restricted Stock Units	Disposition	2022-05-10	41,047	$0.00	41,047	$0.00
Common Stock	Performance Restricted Stock Units	Disposition	2022-05-10	86,921	$0.00	86,921	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2022-05-04	No	4	M	Direct
86,921	2025-05-04	No	4	M	Direct
0	2025-05-04	No	4	D	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Performance Restricted Stock Units	$0.00	2023-04-01	24,872	24,872	Direct
Common Stock	Performance Restricted Stock Units	$0.00	2026-04-01	230,632	230,632	Direct
Common Stock	Performance Restricted Stock Units	$0.00	2026-05-04	106,640	106,640	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2023-04-01	24,872	24,872	Direct
2026-04-01	230,632	230,632	Direct
2026-05-04	106,640	106,640	Direct

Footnotes

Shares earned upon the vesting of a percentage of the performance restricted stock units ("PRSUs") granted to the Reporting Person on May 4, 2021. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of a revenue goal, an adjusted EBITDA goal, and a software revenue retention goal, during the period of January 1, 2021 through December 31, 2021.
Shares earned upon the attainment of a percentage of the PRSUs granted to the Reporting Person on May 4, 2021. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of a Rule of 40 goal and an annual recurring revenue subscription bookings growth goal, during the period of January 1, 2021 through December 31, 2021. One-fourth of the shares are vested, with the remaining shares to vest in three equal annual installments beginning on April 1, 2023.
This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 10, 2021 to satisfy the Reporting Person's tax withholding obligation upon scheduled vesting of restricted stock units and PRSUs granted on May 4, 2021.
This transaction was executed in multiple trades at prices ranging from $8.23 to $9.02. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
This transaction was executed in multiple trades at prices ranging from $7.70 to $8.48. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that were earned.
Each PRSU represents a contingent right to receive one share of Issuer common stock. The maximum number of PRSUs is presented in the table. A percentage of the PRSUs will vest upon the achievement of a revenue goal, an adjusted EBITDA goal, and a software revenue retention goal, during the period of January 1, 2022 through December 31, 2022. Vesting of the target level PRSUs will accelerate upon death or disability during the performance period in an amount equal to the proportion of days in the performance period worked. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
Each PRSU represents a contingent right to receive one share of Issuer common stock. The maximum number of PRSUs is presented in the table. The PRSUs will vest upon the achievement of an annual recurring revenue subscription bookings growth goal and adjusted EBITDA goal, during the period of January 1, 2022 through December 31, 2022, such vesting to occur in four equal annual installments beginning on April 1, 2023, if the performance metrics are met. Vesting of 25% of target level PRSUs will accelerate upon death or disability during the performance period in an amount equal to the proportion of days in the performance period worked. Vesting will also accelerate as to the next tranche of vesting units in the event of death or disability after the performance period. Vesting of the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
Each PRSU represents a contingent right to receive one share of Issuer common stock. The maximum number of PRSUs is presented in the table. The PRSUs will vest upon the achievement of the Issuer's closing stock price being at least $23.00 for a period of twenty (20) consecutive trading days (the "Performance Event"), during the period of May 10, 2023 through May 10, 2026. If the Performance Event occurs on or before May 10, 2024 then the PRSUs will vest on May 10, 2024, subject to the Reporting Person's continued employment. If the Performance Event occurs after May 10, 2024 but on or prior to May 10, 2026 then the PRSUs will vest upon the occurrence of the Performance Event, subject to the Reporting Person's continued employment. The PRSUs are subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances.