SEC Form 4 · accession 0001209191-17-016017
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
Feb 27, 2017
Accepted (ET)
Mar 1, 2017 · 5:26 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 | 8,835 | $0.00 | A | 2,712,321 | 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 UnitsF1 | — | Feb 27, 2017 | M | 8,835 | D | — | Dec 31, 2016 | Common Stock | 8,835 | 550 | D |
| Performance Restricted Stock UnitsF2 | — | Feb 27, 2017 | D | 550 | D | — | Dec 31, 2016 | Common Stock | 550 | 0 | D |
| Performance Restricted Stock UnitsF3 | — | holding | — | — | — | — | Dec 31, 2017 | Common Stock | 40,000 | 40,000 | 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.
- F2Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested.
- 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.