Key facts
- This page summarizes A. Lanham Napier's Form 4 filing for Benefitfocus, Inc..
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 26 Jan 2023, 17:15.
A. Lanham Napier - 24 Jan 2023 Form 4 Insider Report for Benefitfocus, Inc.
- Reporting relationship
- Director, 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 24 Jan 2023
- Net transaction value
- $0
- Reporting owner signature
- /s/ Lanham Napier
Source evidence
Original filing metadata and source links for verification.
3 source fields
Reporting owner
1 detail
Key filing fact
A. Lanham Napier filed Form 4 for Benefitfocus, Inc. on 26 Jan 2023.
Change
- No earlier filing in this sequence is available for direct comparison.
- 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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
BNFT
transaction
Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -37,447
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 24 Jan 2023
- Ownership
- Direct
- Footnotes
- F5
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
BNFT
transaction
Derivative
Series A Convertible Preferred Stock
Disposition pursuant to a tender of shares in a change of control transaction
- Transaction value
- Shares
- -1,777,778
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 24 Jan 2023
- Ownership
- By BuildGroup Management, LLC
- Underlying class
- Common Stock
- Underlying amount
- 5,333,334
- Exercise price
- Footnotes
- F1, F2, F3, F4, F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
A. Lanham Napier is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 6 footnotes
Footnote F1
Subject to the Issuer's Certificate of Designations ("COD") setting forth the terms and provisions of the Issuer's Series A Convertible Preferred Stock (the "Series A"), the Series A is convertible at any time, at the election of the holder thereof, in whole or in part, into the Issuer's common stock, par value $0.001 ("Common Stock"), at a conversion rate equal to the quotient of dividing (I) the sum of (x) the stated value then in effect with respect to such share, and (y) an amount equal to accumulated and unpaid dividend equal to 8.00% per annum ("Regular Dividends") on such share of the Series A (but only to the extent such accumulated and unpaid Regular Dividends are not included in the stated value referred to in the preceding clause (x)); by (II) $15.00, subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.
Footnote F2
The 1,777,778 shares of the Series A reported on this Form 4 are convertible into 5,333,334 shares of Common Stock.
Footnote F3
The Series A has no expiration date.
Footnote F4
BuildGroup LLC is the record holder of the securities reported herein. The Reporting Person is the Chief Executive Officer and a member of the board of directors of the record holder and is the Chief Executive Officer and a member of the board of managers of its investment manager, BuildGroup Management, LLC, which has voting and investment control with respect to the securities. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein.
Footnote F5
In connection with the consummation on January 24, 2023 of the transactions (the "Merger") contemplated pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 1, 2022, as amended and restated on December 19, 2022, by and among the Issuer, Voya Financial, Inc. and Origami Squirrel Acquisition Corp, each holder of Common Stock received $10.50 in cash per share of Common Stock, without interest and subject to any applicable withholding taxes.
Footnote F6
Under the terms of the Merger Agreement and the COD, Series A holders received $47.25 per share of Series A in cash, plus accumulated and unpaid dividends to, but not including, the date the Merger was completed, without interest and subject to any applicable withholding taxes, for each share of Series A owned immediately prior to the effectiveness of the Merger.