Amended Statement of Ownership (sc 13g/a)
February 05 2021 - 10:53AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Amendment No. 2
Benefitfocus
Inc
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
08180D106
(CUSIP
Number)
(February 14,
2021)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 08180D106
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13G
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Page 2
of 4 Pages
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Brown Brothers Harriman & Co.
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-4973745
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
3,096,010
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6.
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SHARED VOTING POWER
1,000
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7.
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SOLE DISPOSITIVE POWER
3,096,010
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8.
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SHARED DISPOSITIVE POWER
1,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,097,010
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.62%
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12.
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TYPE OF REPORTING PERSON (see instructions)
BK
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CUSIP
No. 08180D106
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13G
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Page 3
of 4 Pages
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Item
1.
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(a)
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Name of Issuer
Benefitfocus Inc.
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(b)
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100
Benefitfocus Way
Charleston,
SC 29492
T:
1-843-849-7476
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Item
2.
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(a)
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Name
of Person Filing
Brown Brothers Harriman & Co.
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(b)
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Address
of the Principal Office or, if none, residence
140 Broadway
New
York, NY 10005
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(c)
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Citizenship
New York
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(d)
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Title
of Class of Securities
Common Stock
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(e)
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CUSIP
Number
08180D106
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Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
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(a)
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¨
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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x
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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¨
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned: 3,097,010
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(b)
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Percent
of class: 9.62%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote 3,096,010
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(ii)
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Shared
power to vote or to direct the vote 1,000
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(iii)
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Sole
power to dispose or to direct the disposition of 3,096,010
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(iv)
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Shared
power to dispose or to direct the disposition of 1,000
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Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ¨.
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
The
Shares are held by BBH & Co. To the best of the undersigned's knowledge and belief, no other person has such an economic
interest relating to more than 5% of the class reported shares.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
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(a)
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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(b)
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP
No. 08180D106
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13G
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Page 4
of 4 Pages
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
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Date
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/s/
Steve Werber
Signature
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Managing
Director, Brown Brothers Harriman
Name/Title
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