SEC Form 4 · accession 0001209191-16-113065
Benefitfocus,Inc. · BNFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shawn A Jenkins
Officer — CEO · Director · 10% Owner
Period of report
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 4:44 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 StockF1 | Apr 1, 2016 | A | 56,078 | $0.00 | A | 2,283,618 | D | |
| Common StockF3 | Apr 1, 2016 | S | 7,722 | $32.38 | D | 2,275,896 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF4 | — | holding | — | — | — | — | Dec 31, 2016 | Common Stock | 9,385 | 9,385 | D |
| Performance Restricted Stock UnitsF5 | — | holding | — | — | — | — | Dec 31, 2017 | Common Stock | 40,000 | 40,000 | D |
| Stock Option (Right to Buy)F6 | $7.09 | holding | — | — | — | — | Feb 20, 2017 | Common Stock | 722,458 | 722,458 | D |
Explanation of responses
- F1Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2017, subject to continued employment.
- F2This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 29, 2016 to satisfy the reporting person's tax withholding obligation upon scheduled vesting of restricted stock units granted in April 2014 and April 2015.
- F3This transaction was executed in multiple trades at prices ranging from $31.98 to $32.87. 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 transaction were effected.
- F4Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share of Issuer common stock. A percentage of PRSUs will vest upon the achievement of annual revenue goals and non-GAAP net income (loss) goals during the period of January 1, 2016 through December 31, 2016. Vesting of the PRSUs will accelerate upon death or disability in an amount equal to the proportion of days in the performance period worked. Vesting of PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
- F5Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share of Issuer common stock. PRSUs vest upon the achievement of adjusted EBITDA and compounded annual revenue growth rate goals during the period of January 1, 2015 through December 31, 2017. Vesting of the target level PRSUs will accelerate upon death or disability in an amount equal to the proportion of days in the performance period worked. Vesting of target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
- F6This option is fully vested.