Alpana Wegner - Apr 1, 2022 Form 4 Insider Report for Benefitfocus, Inc. (BNFT)

Signature
/s/ S. Halle Vakani, Attorney-in-Fact
Stock symbol
BNFT
Transactions as of
Apr 1, 2022
Transactions value $
-$124,004
Form type
4
Date filed
4/5/2022, 09:58 PM
Previous filing
Feb 2, 2022
Next filing
May 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BNFT Common Stock Options Exercise $0 +9.96K +7.02% $0.00 152K Apr 1, 2022 Direct F1
transaction BNFT Common Stock Options Exercise $0 +24K +15.78% $0.00 176K Apr 1, 2022 Direct F2
transaction BNFT Common Stock Award $0 +63.6K +36.16% $0.00 239K Apr 1, 2022 Direct F3
transaction BNFT Common Stock Sale -$29.6K -2.38K -0.99% $12.47 237K Apr 1, 2022 Direct F4, F5
transaction BNFT Common Stock Sale -$73.3K -5.81K -2.45% $12.61 231K Apr 4, 2022 Direct F4, F6
transaction BNFT Common Stock Sale -$21.1K -1.7K -0.73% $12.44 230K Apr 5, 2022 Direct F4, F7

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
transaction BNFT Performance Restricted Stock Units Options Exercise $0 -9.96K -100% $0.00* 0 Apr 1, 2022 Common Stock 9.96K Direct F1
transaction BNFT Performance Restricted Stock Units Options Exercise $0 -24K -32.07% $0.00 50.8K Apr 1, 2022 Common Stock 24K Direct F2
transaction BNFT Performance Restricted Stock Units Disposed to Issuer $0 -50.8K -100% $0.00* 0 Apr 1, 2022 Common Stock 50.8K Direct F8
transaction BNFT Performance Restricted Stock Units Award $0 +12.7K $0.00 12.7K Apr 1, 2022 Common Stock 12.7K Direct F9
transaction BNFT Performance Restricted Stock Units Award $0 +95.4K $0.00 95.4K Apr 1, 2022 Common Stock 95.4K Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares earned upon the vesting of a percentage of the performance restricted stock units ("PRSUs") granted to the Reporting Person on April 1, 2021. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's 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.
F2 Shares earned upon the vesting of a percentage of the PRSUs granted to the Reporting Person on April 1, 2021. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of 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. One-fourth of the shares are vested, with the remaining shares to vest in three equal annual installments beginning on April 1, 2023.
F3 Represents restricted stock units which vest in four equal annual installments beginning on April 1, 2023, subject to continued employment.
F4 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 and PRSUs granted on April 1, 2018, 2019 and 2021.
F5 This transaction was executed in multiple trades at prices ranging from $12.33 to $12.60. 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.
F6 This transaction was executed in multiple trades at prices ranging from $12.45 to $12.75. 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.
F7 This transaction was executed in multiple trades at prices ranging from $12.26 to $12.60. 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.
F8 Represents the portion of PRSUs that were forfeited to the Issuer after determining the percentage of PRSUs that vested.
F9 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, 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.
F10 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.