SEC Form 4 · accession 0001209191-16-116191
Benefitfocus,Inc. · BNFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis B Story
Officer — Chief Financial Officer
Period of report
Apr 28, 2016
Accepted (ET)
Apr 28, 2016 · 4:33 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 28, 2016 | A | 17,377 | $0.00 | A | 17,377 | D | |
| Common StockF1 | Apr 28, 2016 | A | 101,368 | $0.00 | A | 118,745 | 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 UnitsF2 | — | Apr 28, 2016 | A | 4,344 | A | — | Dec 31, 2016 | Common Stock | 4,344 | 4,344 | D |
| Performance Restricted Stock UnitsF3 | — | Apr 28, 2016 | A | 7,240 | A | — | Dec 31, 2017 | Common Stock | 7,240 | 7,240 | D |
Explanation of responses
- F1Represents restricted stock units which vest in four equal annual installments beginning on June 1, 2017, subject to continued employment.
- F2Each 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.
- F3Each 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.