SEC Form 4 · accession 0001209191-18-047027
Benefitfocus,Inc. · BNFT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathon E Dussault
Officer — Chief Financial Officer
Period of report
Aug 14, 2018
Accepted (ET)
Aug 16, 2018 · 4:11 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 | Aug 14, 2018 | S | 4,045 | $36.81 | D | 69,403 | 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 UnitsF2 | — | holding | — | — | — | — | Apr 1, 2019 | Common Stock | 5,261 | 5,261 | D |
| Performance Restricted Stock UnitsF3 | — | holding | — | — | — | — | Apr 1, 2022 | Common Stock | 26,084 | 26,084 | D |
Explanation of responses
- F1The sale was effected to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units granted August 14, 2017. The sale was executed in multiple trades at prices ranging from $36.65 to $36.90. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction were effected.
- F2Each 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 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.
- F3Each 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.