SEC Form 4 · accession 0001209191-16-150246
Benefitfocus,Inc. · BNFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shawn A Jenkins
Officer — CEO · Director
Period of report
Nov 11, 2016
Accepted (ET)
Nov 15, 2016 · 5:35 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 Stock | Nov 11, 2016 | M | 67,458 | $7.09 | A | 2,458,354 | 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)F1 | $7.09 | Nov 11, 2016 | M | 67,458 | D | — | Feb 20, 2017 | Common Stock | 67,458 | 480,000 | D |
| Performance Restricted Stock UnitsF2 | — | holding | — | — | — | — | Dec 31, 2016 | Common Stock | 9,385 | 9,385 | D |
| Performance Restricted Stock UnitsF3 | — | holding | — | — | — | — | Dec 31, 2017 | Common Stock | 40,000 | 40,000 | D |
Explanation of responses
- F1This option is fully vested.
- 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 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.