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Filing Details

Accession Number:: 0001209191-22-048944
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-09-06 21:43:07
Reporting Period:: 2022-09-01

Accepted Time:: 2022-09-06 21:43:07
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1822516	Alpana Wegner	100 Benefitfocus Way Charleston SC 29492	Chief Financial Officer	No	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	Explanation
Common Stock	Disposition	2022-09-01	2,178	$6.86	226,199	No	4	S	Direct
Common Stock	Disposition	2022-09-02	3,622	$6.59	222,577	No	4	S	Direct

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

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Performance Restricted Stock Units	$0.00		2023-04-01	12,718	12,718	Direct
Common Stock	Performance Restricted Stock Units	$0.00		2026-04-01	95,389	95,389	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2023-04-01	12,718	12,718	Direct
2026-04-01	95,389	95,389	Direct

Footnotes

This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 5, 2021 to satisfy the Reporting Person's tax withholding obligation upon scheduled vesting of restricted stock units granted on (i) September 1, 2020, and (ii) September 8, 2021 with vesting commencing on September 1, 2022.
This transaction was executed in multiple trades at prices ranging from $6.74 to $7.24. 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 $6.43 to $6.83. 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.
Each performance restricted stock unit ("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.