SEC Form 4 · accession 0001209191-15-031598
Benefitfocus,Inc. · BNFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald R Taylor Jr.
Officer — Chief Technology Officer
Period of report
Apr 1, 2015
Accepted (ET)
Apr 2, 2015 · 5:04 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 Stock | Apr 1, 2015 | M | 13,500 | $3.09 | A | 76,501 | D | |
| Common StockF2 | Apr 1, 2015 | S | 11,900 | $34.99 | D | 64,601 | D | |
| Common StockF3 | Apr 1, 2015 | S | 1,600 | $35.97 | D | 63,001 | D | |
| Common StockF4 | Apr 1, 2015 | A | 16,914 | $0.00 | A | 79,915 | D | |
| Common StockF5 | Apr 1, 2015 | F | 1,091 | $36.79 | D | 78,824 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6 | $3.09 | Apr 1, 2015 | M | 13,500 | D | — | Mar 31, 2017 | Common Stock | 13,500 | 0 | D |
| Stock Option (Right to Buy)F6 | $3.80 | holding | — | — | — | — | Jun 30, 2019 | Common Stock | 33,482 | 33,482 | D |
| Stock Option (Right to Buy)F7 | $5.38 | holding | — | — | — | — | Jun 30, 2020 | Common Stock | 19,644 | 19,644 | D |
| Stock Option (Right to Buy)F8 | $10.30 | holding | — | — | — | — | Oct 1, 2022 | Common Stock | 7,000 | 7,000 | D |
| Stock Option (Right to Buy)F9 | $13.53 | holding | — | — | — | — | May 7, 2023 | Common Stock | 5,000 | 5,000 | D |
Explanation of responses
- F1This exercise and sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 13, 2014 and amended on November 24, 2014.
- F2This transaction was executed in multiple trades at prices ranging from $34.65 to $35.60. 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.
- F3This transaction was executed in multiple trades at prices ranging from $35.65 to $36.41. 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.
- F4Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2016, subject to continued employment.
- F5Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of restricted stock units granted April 1, 2014.
- F6This option is fully vested.
- F7This option was granted on July 1, 2010 and vested over a four-year period with one-fourth (1/4) of the option granted vesting on July 1, 2011, the first anniversary of the vesting commencement date, and the balance of the option granted vesting ratably on a monthly basis over the following 36 months.
- F8This option was granted on October 1, 2012 and vests over a four-year period with one-fourth (1/4) of the option granted vesting on October 1, 2013, the first anniversary of the vesting commencement date, and the balance of the option granted vesting ratably on a monthly basis over the following 36 months.
- F9This option was granted on May 8, 2013 and vests over a four-year period with one-fourth (1/4) of the option granted vesting on May 8, 2014, the first anniversary of the vesting commencement date, and the balance of the option granted vesting ratably on a monthly basis over the following 36 months.