SEC Form 4 · accession 0001209191-18-022563
Benefitfocus,Inc. · BNFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raymond Alexander August
Officer — President and CEO
Period of report
Mar 29, 2018
Accepted (ET)
Apr 2, 2018 · 6:10 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 29, 2018 | M | 24,000 | $0.00 | A | 303,673 | D | |
| Common StockF2 | Mar 29, 2018 | M | 2,727 | $0.00 | A | 306,400 | D | |
| Common StockF3 | Mar 29, 2018 | A | 33,069 | $0.00 | A | 339,469 | 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 | — | Mar 29, 2018 | M | 24,000 | D | — | Dec 31, 2017 | Common Stock | 24,000 | 16,000 | D |
| Performance Restricted Stock UnitsF4 | — | Mar 29, 2018 | D | 16,000 | D | — | Dec 31, 2017 | Common Stock | 16,000 | 0 | D |
| Performance Restricted Stock UnitsF2 | — | Mar 29, 2018 | M | 2,727 | D | — | Apr 1, 2018 | Common Stock | 2,727 | 6,363 | D |
| Performance Restricted Stock UnitsF4 | — | Mar 29, 2018 | D | 6,363 | D | — | Apr 1, 2018 | Common Stock | 6,363 | 0 | D |
| Performance Restricted Stock UnitsF4 | — | Mar 29, 2018 | D | 27,270 | D | — | Apr 1, 2021 | Common Stock | 27,270 | 0 | D |
| Performance Restricted Stock UnitsF5 | — | Mar 29, 2018 | A | 10,021 | A | — | Apr 1, 2019 | Common Stock | 10,021 | 10,021 | D |
| Performance Restricted Stock UnitsF6 | — | Mar 29, 2018 | A | 100,711 | A | — | Apr 1, 2022 | Common Stock | 100,711 | 100,711 | D |
Explanation of responses
- F1Shares earned upon the vesting of a percentage of the performance restricted stock units ("PRSUs") granted to the Reporting Person on November 6, 2015. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of adjusted EBITDA and compounded annual revenue growth rate goals during the period of January 1, 2015 through December 31, 2017.
- F2Shares earned upon the vesting of a percentage of the PRSUs granted to the Reporting Person on March 31, 2017. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's 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.
- F3Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2019, subject to continued employment.
- F4Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested.
- F5Each 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 an annual revenue goal, an adjusted EBITDA goal, and a net new bookings goal, during the period of January 1, 2018 through December 31, 2018. Vesting of the target level PRSUs will accelerate upon death or disability during the performance period 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.
- F6Each 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, 2018 through December 31, 2018, such vesting to occur in four equal annual installments beginning on April 1, 2019, if the performance metrics are met. Vesting of the target level PRSUs will accelerate upon death or disability during the performance period in an amount equal to the proportion of days in the performance period worked. Vesting will also accelerate as to the next tranche of vesting units in the event of death or disability after the performance period. 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.