SEC Form 4 · accession 0001209191-18-022574

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 29, 2018

Accepted (ET)

Apr 2, 2018 · 6:27 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 Stock^F1	Mar 29, 2018	M	1,668	$0.00	A	34,184	D
Common Stock^F2	Mar 29, 2018	A	4,104	$0.00	A	38,288	D
Common Stock^F3	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 Units^F1	—	Mar 29, 2018	M	1,668	D	—	Apr 1, 2018	Common Stock	1,668	3,893	D
Performance Restricted Stock Units^F4	—	Mar 29, 2018	D	3,893	D	—	Apr 1, 2018	Common Stock	3,893	0	D
Performance Restricted Stock Units^F4	—	Mar 29, 2018	D	8,341	D	—	Apr 1, 2021	Common Stock	8,341	0	D
Performance Restricted Stock Units^F5	—	Mar 29, 2018	A	6,218	A	—	Apr 1, 2019	Common Stock	6,218	6,218	D
Performance Restricted Stock Units^F6	—	Mar 29, 2018	A	12,498	A	—	Apr 1, 2022	Common Stock	12,498	12,498	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 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.
F2Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2019, subject to continued employment.
F3These 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.
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.