SEC Form 4 · accession 0000769993-19-000247
Benefitfocus,Inc. · BNFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph P Disabato
Director
Period of report
Mar 5, 2019
Accepted (ET)
Mar 7, 2019 · 8:43 pm EST
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 | Mar 5, 2019 | S | 3,254,735 | $46.8025 | D | 567,871 | 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. LLC ("Goldman Sachs"). Goldman Sachs is a 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 February 28, 2019 (the "Underwriting Agreement") and a prospectus dated February 28, 2019, and in connection with a registered public offering (the "Offering") of the common stock, par value $0.001 per share (the "Common Stock"), of Benefitfocus Inc. (the "Company"), certain limited partnerships (the "Limited Partnerships") as selling shareholders in the Offering, sold 3,254,735 shares of Common Stock at $46.8025 per share. The Offering was consummated on March 5, 2019.
- F3Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 488,211 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 beneficially owns directly and GS Group may be deemed to beneficially own indirectly 79,660 shares of Common Stock and Goldman Sachs also had open short positions of 449 shares of Common Stock, reflecting changes due to exempt transactions.