Matthew Levin - 01 Apr 2022 Form 4 Insider Report for Benefitfocus, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
05 Apr 2022, 21:48:03 UTC
Prior SEC filing
11 May 2021
Next SEC filing
12 May 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ S. Halle Vakani, Attorney-in-Fact
Filing notes and source

Key filing fact

Matthew Levin filed Form 4 for Benefitfocus, Inc. on 05 Apr 2022.

Key facts

  • This page summarizes Matthew Levin's Form 4 filing for Benefitfocus, Inc..
  • 3 reported transactions and 5 derivative rows are listed below.
  • Accepted by SEC: 05 Apr 2022, 21:48.

Change

  • Previous filing in this sequence was filed on 11 May 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

BNFT transaction

Common Stock

Award

Transaction value
$0
Shares
+153,755
Change %
+46%
Price
$0.000000
Shares after
487,893
Date
01 Apr 2022
Ownership
Direct
Footnotes
F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BNFT transaction Derivative

Performance Restricted Stock Units

Award

Transaction value
$0
Shares
+24,872
Change %
Price
$0.000000
Shares after
24,872
Date
01 Apr 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
24,872
Exercise price
Footnotes
F2
BNFT transaction Derivative

Performance Restricted Stock Units

Award

Transaction value
$0
Shares
+230,632
Change %
Price
$0.000000
Shares after
230,632
Date
01 Apr 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
230,632
Exercise price
Footnotes
F3
BNFT holding Derivative

Performance Restricted Stock Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
19,550
Date
01 Apr 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
19,550
Exercise price
Footnotes
F4
BNFT holding Derivative

Performance Restricted Stock Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
127,968
Date
01 Apr 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
127,968
Exercise price
Footnotes
F5
BNFT holding Derivative

Performance Restricted Stock Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
106,640
Date
01 Apr 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
106,640
Exercise price
Footnotes
F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2023, subject to continued employment.

Footnote F2

Each 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 a revenue goal, an adjusted EBITDA goal, and a software revenue retention goal, during the period of January 1, 2022 through December 31, 2022. 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.

Footnote 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. The PRSUs will vest upon the achievement of an annual recurring revenue subscription bookings growth goal and adjusted EBITDA goal, during the period of January 1, 2022 through December 31, 2022, such vesting to occur in four equal annual installments beginning on April 1, 2023, 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.

Footnote 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. 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. The target PRSUs are also subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances, including death and disability, and may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.

Footnote F5

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 1/4 on May 10, 2022, and then 1/4 on each of April 1, 2023, 2024, and 2025, if the performance metrics are met. The target PRSUs are also subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances, including death and disability, and may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.

Footnote F6

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 the Issuer's closing stock price being at least $23.00 for a period of twenty (20) consecutive trading days (the "Performance Event"), during the period of May 10, 2023 through May 10, 2026. If the Performance Event occurs on or before May 10, 2024 then the PRSUs will vest on May 10, 2024, subject to the Reporting Person's continued employment. If the Performance Event occurs after May 10, 2024 but on or prior to May 10, 2026 then the PRSUs will vest upon the occurrence of the Performance Event, subject to the Reporting Person's continued employment. The PRSUs are subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances.

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