0000769993-19-000285.txt : 20190404 0000769993-19-000285.hdr.sgml : 20190404 20190404191123 ACCESSION NUMBER: 0000769993-19-000285 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190402 FILED AS OF DATE: 20190404 DATE AS OF CHANGE: 20190404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DISABATO JOSEPH P CENTRAL INDEX KEY: 0001052579 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36061 FILM NUMBER: 19733238 MAIL ADDRESS: STREET 1: GOLDMAN, SACHS & CO. STREET 2: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Benefitfocus,Inc. CENTRAL INDEX KEY: 0001576169 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 462346314 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 BENEFITFOCUS WAY CITY: CHARLESTON STATE: SC ZIP: 29492 BUSINESS PHONE: 843-849-7476 MAIL ADDRESS: STREET 1: 100 BENEFITFOCUS WAY CITY: CHARLESTON STATE: SC ZIP: 29492 4/A 1 ownershipdoc04042019075858.xml X0306 4/A 2019-04-02-04:00 2019-04-04-04:00 true 0001576169 Benefitfocus,Inc. BNFT 0001052579 DISABATO JOSEPH P C/O GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK NY 10282 true false false false Common Stock 2019-04-02-04:00 4 S false 488211 46.8025 D 31789 I See footnotes The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Pursuant to an underwriting agreement, dated February 28, 2019 (the "Underwriting Agreement") and a prospectus dated February 28, 2019, and in connection with a registered public offering (the "Offering") of the common stock, par value $0.001 per share (the "Common Stock"), of Benefitfocus Inc. (the "Company"), certain limited partnerships (the "Limited Partnerships") as selling shareholders in the Offering, sold 488,211 shares of Common Stock at $46.8025 per share to the underwriters listed in the Underwriting Agreement (the "Underwriters") following the exercise by the Underwriter of their option to purchase such shares. The transaction was consummated on April 2, 2019. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 31,789 shares of Common Stock and Goldman Sachs also had open short positions of 449 shares of Common Stock, reflecting changes due to exempt transactions. The Limited Partnerships no longer own any Common Stock in the Company. /s/ Jamison Yardley, Attorney-in-fact 2019-04-04-04:00 EX-24 2 joedisabato0419.txt

POWER OF ATTORNEY The undersigned does hereby make, constitute and appoint each of Jamison Yardley, Jennifer Lee and Jess J. Morrison (and any other employee, of The Goldman Sachs Group, Inc. (the "Company") or one of its affiliates, performing the function in connection with which this Power of Attorney has been granted designated in writing by one of the attorneys-in-fact), as his true and lawful attorney-in-fact, acting for him in his respective name, place and stead, whether acting individually or as a representative of others, to approve, execute and deliver any documentation required to be made by him under the Securities Exchange Act of 1934 (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by him under the Act, such documents to be in such form as such attorney-in-fact may approve on the undersigned's behalf, such approval to be conclusively evidenced by the due execution thereof, and granting unto such attorney-in-fact full power, including substitution and resubstitution, and authority to act in the premises as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies, approves and confirms all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until the earlier of (i) April 3, 2022 and (ii) such time that it is revoked in writing by the undersigned; provided that in the event the attorney-in-fact ceases to be an employee of the Company or its affiliates or ceases to perform the function in connection with which he/she was appointed attorney-in-fact prior to such time, this Power of Attorney shall cease to have effect in relation to such attorney-in-fact upon such cessation but shall continue in full force and effect in relation to any remaining attorneys-in-fact. The undersigned has the unrestricted right unilaterally to revoke this Power of Attorney. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 3, 2019. By: /s/ Joseph P. DiSabato Name: Joseph P. DiSabato