0000921895-22-002169.txt : 20220706
0000921895-22-002169.hdr.sgml : 20220706
20220706174014
ACCESSION NUMBER: 0000921895-22-002169
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220701
FILED AS OF DATE: 20220706
DATE AS OF CHANGE: 20220706
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHRIER DEREK C
CENTRAL INDEX KEY: 0001250078
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36061
FILM NUMBER: 221069868
MAIL ADDRESS:
STREET 1: C/O INDABA CAPITAL MANAGEMENT, LLC
STREET 2: ONE LETTERMAN DR., BLDING D, SUITE DM700
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Indaba Capital Fund, L.P.
CENTRAL INDEX KEY: 0001516452
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36061
FILM NUMBER: 221069867
BUSINESS ADDRESS:
STREET 1: MAPLES CORPORATE SERVICES
STREET 2: 121 SOUTH CHURCH STREET
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: 345 949 8066
MAIL ADDRESS:
STREET 1: MAPLES CORPORATE SERVICES
STREET 2: 121 SOUTH CHURCH STREET
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: IC GP, LLC
CENTRAL INDEX KEY: 0001596505
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36061
FILM NUMBER: 221069869
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE,
STREET 2: BUILDING D, SUITE DM700
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: (415) 680-1180
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE,
STREET 2: BUILDING D, SUITE DM700
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Indaba Capital Management, L.P.
CENTRAL INDEX KEY: 0001524362
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36061
FILM NUMBER: 221069870
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE DM700
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: (415) 680-1180
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE DM700
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
FORMER NAME:
FORMER CONFORMED NAME: Indaba Capital Management, LLC
DATE OF NAME CHANGE: 20110627
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
FORMER COMPANY:
FORMER CONFORMED NAME: Benefitfocus,Inc.
DATE OF NAME CHANGE: 20130507
4
1
form410123012_07062022.xml
OWNERSHIP DOCUMENT
X0306
4
2022-07-01
0
0001576169
Benefitfocus, Inc.
BNFT
0001524362
Indaba Capital Management, L.P.
ONE LETTERMAN DRIVE
BUILDING D, SUITE DM700
SAN FRANCISCO
CA
94129
1
0
1
0
0001596505
IC GP, LLC
ONE LETTERMAN DRIVE,
BUILDING D, SUITE DM700
SAN FRANCISCO
CA
94129
1
0
1
0
0001250078
SCHRIER DEREK C
C/O INDABA CAPITAL MANAGEMENT, L.P.
ONE LETTERMAN DR., BLDING D, SUITE DM700
SAN FRANCISCO
CA
94129
1
0
1
0
0001516452
Indaba Capital Fund, L.P.
ONE LETTERMAN DRIVE,
BUILDING D, SUITE DM700
SAN FRANCISCO
CA
94129
1
0
1
0
Common Stock
2022-07-01
4
A
0
20726
0
A
4002310
I
See Footnotes
On July 1, 2022, Benefitfocus, Inc. (the "Issuer") granted 20,726 restricted stock units ("RSUs") of the Issuer to Alexander Lerner, a member of the Issuer's Board of Directors (the "Board") in respect of his service on the Board. Mr. Lerner holds these RSUs for the benefit of Indaba Capital Fund, L.P. (the "Fund").
Because Mr. Lerner serves on the Board as a representative of the Fund and its affiliates, Mr. Lerner does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. The Fund is entitled to receive all of the economic interest in securities granted to Mr. Lerner by the Issuer in respect of Mr. Lerner's Board position. Mr. Lerner disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. Lerner had any economic interest in such securities except any indirect economic interest through the Fund and its affiliates, entities for which he does not have a controlling interest and does not have investment control.
The total number of reported RSUs will vest on the earlier of July 1, 2023 or the date of the Issuer's 2023 annual meeting of stockholders, so long as Mr. Lerner remains a director through each such vesting date.
Securities held directly by the Fund, or, as discussed in footnote (2), securities for which the Fund has all of the economic interest. Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the securities directly held by the Fund to Indaba Capital Management, L.P. (the "Investment Manager"). As a result, each of the Investment Manager, IC GP, LLC ("IC GP"), as the general partner of Investment Manager, and Derek Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over such securities.
Each of the Investment Manager, IC GP and Mr. Schrier disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Alexander Lerner, an Investment Partner at Indaba Capital Management, L.P., is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.
Indaba Capital Management, L.P.; By: IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member
2022-07-06
IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member
2022-07-06
/s/ Derek C. Schrier
2022-07-06
Indaba Capital Fund, L.P.; By: Indaba Partners, LLC, its general partner; By: /s/ Derek C. Schrier, Senior Managing Member
2022-07-06