Matthew Levin - 24 Jan 2023 Form 4 Insider Report for Benefitfocus, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
25 Jan 2023, 18:08:59 UTC
Prior SEC filing
22 Dec 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ S. Halle Vakani, Attorney-in-Fact

Key filing fact

Matthew Levin filed Form 4 for Benefitfocus, Inc. on 25 Jan 2023.

Key facts

  • This page summarizes Matthew Levin's Form 4 filing for Benefitfocus, Inc..
  • 8 reported transactions and 5 derivative rows are listed below.
  • Accepted by SEC: 25 Jan 2023, 18:08.

Change

  • Previous filing in this sequence was filed on 22 Dec 2022.
  • 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

Options Exercise

Transaction value
$0
Shares
+12,360
Change %
+1.7%
Price
$0.000000
Shares after
757,100
Date
24 Jan 2023
Ownership
Direct
BNFT transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-197,855
Change %
-26%
Price
Shares after
559,245
Date
24 Jan 2023
Ownership
Direct
Footnotes
F1
BNFT transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-559,245
Change %
-100%
Price
Shares after
0
Date
24 Jan 2023
Ownership
Direct
Footnotes
F2

Reported derivative securities

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

BNFT transaction Derivative

Performance Restricted Stock Units

Options Exercise

Transaction value
$0
Shares
-12,360
Change %
-50%
Price
$0.000000
Shares after
12,512
Date
24 Jan 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
12,360
Exercise price
Footnotes
F3
BNFT transaction Derivative

Performance Restricted Stock Units

Disposed to Issuer

Transaction value
$0
Shares
-12,512
Change %
-100%
Price
$0.000000*
Shares after
0
Date
24 Jan 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
12,512
Exercise price
Footnotes
F4
BNFT transaction Derivative

Performance Restricted Stock Units

Disposed to Issuer

Transaction value
$0
Shares
-88,532
Change %
-38%
Price
$0.000000
Shares after
142,100
Date
24 Jan 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
88,532
Exercise price
Footnotes
F2
BNFT transaction Derivative

Performance Restricted Stock Units

Disposed to Issuer

Transaction value
$0
Shares
-142,100
Change %
-100%
Price
$0.000000*
Shares after
0
Date
24 Jan 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
142,100
Exercise price
Footnotes
F4
BNFT transaction Derivative

Performance Restricted Stock Units

Disposed to Issuer

Transaction value
$0
Shares
-106,640
Change %
-100%
Price
$0.000000*
Shares after
0
Date
24 Jan 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
106,640
Exercise price
Footnotes
F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Matthew Levin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

On January 24, 2023, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 1, 2022, by and among the Issuer, Voya Financial, Inc. ("Voya") and Origami Squirrel Acquisition Corp. (the "Merger Sub"), as amended, the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Voya. Pursuant to the Merger Agreement, at the effective time of the Merger each share of the Issuer's common stock was exchanged for the Per Share Common Stock Merger Consideration of $10.50, without interest.

Footnote F2

On January 24, 2023, the Merger took effect and these equity awards for the Issuer's common stock were exchanged for equity awards of Voya common stock in accordance with the Merger Agreement.

Footnote F3

Shares earned upon the vesting of a percentage of performance restricted stock units ("PRSUs") granted to the Reporting Person on April 1, 2022. 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, 2022 through December 31, 2022 (the "Performance Period").

Footnote F4

Represents the portion of PRSUs that were forfeited to the Issuer.

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