SEC Form 4 · accession 0001209191-17-016016
Benefitfocus,Inc. · BNFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mason R Holland Jr.
Officer — Executive Chairman of the Bd. · Director
Period of report
Feb 27, 2017
Accepted (ET)
Mar 1, 2017 · 5:25 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 StockF1 | Feb 27, 2017 | M | 4,418 | $0.00 | A | 26,955 | D | |
| Common StockF2 | holding | — | — | — | 2,649,099 | I | By Holland Family Trust | |
| Common Stock | holding | — | — | — | 5 | I | As custodian for minor son |
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 UnitsF1 | — | Feb 27, 2017 | M | 4,418 | D | — | Dec 31, 2016 | Common Stock | 4,418 | 275 | D |
| Performance Restricted Stock UnitsF3 | — | Feb 27, 2017 | D | 275 | D | — | Dec 31, 2016 | Common Stock | 275 | 0 | D |
Explanation of responses
- F1Shares earned upon the vesting of a percentage of the performance restricted stock units granted to the Reporting Person on March 30, 2016 ("PRSUs"). Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of annual revenue goals and non-GAAP net income (loss) goals during the period of January 1, 2016 through December 31, 2016.
- F2These shares are held in a living trust for the benefit of the reporting person and his spouse. The reporting person shares voting and investment control over these shares.
- F3Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested.