SEC Form 4 · accession 0001209191-18-022576
Benefitfocus,Inc. · BNFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shawn A Jenkins
Director
Period of report
Mar 29, 2018
Accepted (ET)
Apr 2, 2018 · 6:30 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 | 2,808,555 | D | |
| Common StockF2 | Mar 29, 2018 | M | 3,336 | $0.00 | A | 2,811,891 | D | |
| Common StockF3 | Apr 1, 2018 | A | 2,002 | $0.00 | A | 2,813,893 | 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 | 3,336 | D | — | Apr 1, 2018 | Common Stock | 3,336 | 7,785 | D |
| Performance Restricted Stock UnitsF4 | — | Mar 29, 2018 | D | 7,785 | D | — | Apr 1, 2018 | Common Stock | 7,785 | 0 | D |
| Performance Restricted Stock UnitsF4 | — | Mar 29, 2018 | D | 50,043 | D | — | Apr 1, 2021 | Common Stock | 50,043 | 0 | 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 January 11, 2016. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of adjusted EBITA 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 an award of Issuer common stock granted pursuant to the Reporting Person's employment agreement with the Issuer effective January 1, 2018.
- F4Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested.