SEC Form 4 · accession 0001209191-17-025040
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
Mar 31, 2017
Accepted (ET)
Apr 4, 2017 · 5:06 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 | Mar 31, 2017 | A | 5,561 | $0.00 | A | 32,516 | 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 UnitsF3 | — | Mar 31, 2017 | A | 5,561 | A | — | Apr 1, 2018 | Common Stock | 5,561 | 5,561 | D |
| Performance Restricted Stock UnitsF4 | — | Mar 31, 2017 | A | 8,341 | A | — | Apr 1, 2021 | Common Stock | 8,341 | 8,341 | D |
Explanation of responses
- F1Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2018, subject to continued employment.
- 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.
- F3Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share of Issuer common stock. The maximum number of PRSUs is presented in the table. A percentage of the PRSUs will vest upon the achievement of annual revenue goals and free cash flow goals, all subject to a minimum adjusted EBITDA level, during the period of January 1, 2017 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 the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
- F4Each PRSU represents a contingent right to receive one share of Issuer common stock. The maximum number of PRSUs is presented in the table. The PRSUs will vest upon the achievement of annual recurring revenue bookings percentage growth goals during the period of January 1, 2017 through December 31, 2017, such vesting to occur in four equal annual installments beginning on April 1, 2018, if the performance metrics are met. 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 the target PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.