Statement of Changes in Beneficial Ownership (4)
April 03 2020 - 5:04PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
August Raymond Alexander |
2. Issuer Name and Ticker or Trading Symbol
Benefitfocus,Inc.
[
BNFT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
100 BENEFITFOCUS WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2020 |
(Street)
CHARLESTON, SC 29492
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/1/2020 | | M | | 1682 (1) | A | $0.00 | 513607 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Restricted Stock Units | (1) | 4/1/2020 | | M | | | 1682 | (1) | 4/1/2020 | Common Stock | 1682 | $0.00 | 3923 | D | |
Performance Restricted Stock Units | (2) | 4/1/2020 | | D | | | 3923 | (2) | 4/1/2020 | Common Stock | 3923 | $0.00 | 0 | D | |
Performance Restricted Stock Units | (2) | 4/1/2020 | | D | | | 74733 | (2) | 4/1/2023 | Common Stock | 74733 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Shares earned upon the vesting of a percentage of the performance restricted stock units ("PRSUs") granted to the Reporting Person on April 1, 2019. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of an annual revenue goal and an adjusted EBITDA goal, during the period of January 1, 2019 through December 31, 2019. |
(2) | Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
August Raymond Alexander 100 BENEFITFOCUS WAY CHARLESTON, SC 29492 | X |
| President and CEO |
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Signatures
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/s/ S. Halle Vakani, Attorney-in-Fact | | 4/3/2020 |
**Signature of Reporting Person | Date |
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