SEC Form 4 · accession 0000769993-15-000861
Benefitfocus,Inc. · BNFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph P Disabato
Director
Period of report
Aug 12, 2015
Accepted (ET)
Aug 13, 2015 · 6:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001576169
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F1 | Aug 12, 2015 | S | 2,283,095 | $35.096 | D | 6,242,946 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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.
- F2Pursuant to an underwriting agreement, dated August 6, 2015 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Benefitfocus, Inc., pursuant to the final prospectus dated August 6, 2015, which offering was consummated on August 12, 2015 (the "Offering"), certain limited partnerships (the "Limited Partnerships") sold an aggregate of 2,000,000 shares of Common Stock. On August 12, 2015, the underwriters exercised 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 283,095 additional shares of Common Stock. Goldman Sachs was one of the underwriters in the Offering.
- F3Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 6,242,946 shares of Common Stock by reason of the direct beneficial ownership of such shares by the Limited Partnerships because 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. Goldman Sachs also had an open short position of 360 shares of Common Stock, reflecting a change due to an exempt transaction.