Alpana Wegner - Sep 1, 2021 Form 4 Insider Report for Benefitfocus, Inc. (BNFT)

Role: Chief Financial Officer
Signature: /s/ S. Halle Vakani, Attorney-in-Fact
Stock symbol: BNFT
Transactions as of: Sep 1, 2021
Transactions value $: -$28,272
Form type: 4
Date filed: 9/3/2021, 05:27 PM
Next filing: Sep 10, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNFT	Common Stock	Sale	-$28.3K	-2.35K	-2.28%	$12.01	101K	Sep 1, 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	BNFT	Performance Restricted Stock Units						9.96K	Sep 1, 2021	Common Stock	9.96K		Direct	F3
holding	BNFT	Performance Restricted Stock Units						74.7K	Sep 1, 2021	Common Stock	74.7K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 5, 2021 to satisfy the reporting person's tax withholding obligation upon scheduled vesting of restricted stock units granted on September 1, 2020.
F2	This transaction was executed in multiple trades at prices ranging from $11.85 to $12.14. 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 transactions were effected.
F3	Each 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 a revenue goal, an adjusted EBITDA goal, and a software revenue retention goal, during the period of January 1, 2021 through December 31, 2021. 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.
F4	Each 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 a Rule of 40 goal and an annual recurring revenue subscription bookings growth goal, during the period of January 1, 2021 through December 31, 2021, such vesting to occur in four equal annual installments beginning on April 1, 2022, if the performance metrics are met. Vesting of 25% of 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.