0001209191-20-049478.txt : 20200903 0001209191-20-049478.hdr.sgml : 20200903 20200903172452 ACCESSION NUMBER: 0001209191-20-049478 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200901 FILED AS OF DATE: 20200903 DATE AS OF CHANGE: 20200903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Swad Stephen M CENTRAL INDEX KEY: 0001397915 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36061 FILM NUMBER: 201160022 MAIL ADDRESS: STREET 1: 1919 NORTH LYNN STREET STREET 2: 7TH FLOOR CITY: ARLINGTON STATE: VA ZIP: 22209 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 doc4.xml FORM 4 SUBMISSION X0306 4 2020-09-01 0 0001576169 Benefitfocus, Inc. BNFT 0001397915 Swad Stephen M 100 BENEFITFOCUS WAY CHARLESTON SC 29492 1 1 0 0 Chief Executive Officer Common Stock 2020-09-01 4 A 0 61010 0.00 A 242339 D Common Stock 33340 I By Stephen M. Swad Revocable Living Trust Performance Restricted Stock Units 2021-05-01 Common Stock 15931 15931 D Performance Restricted Stock Units 2023-05-01 Common Stock 84438 84438 D Represents restricted stock units which vest in three equal annual installments beginning on September 1, 2021, subject to continued employment. The reporting person and his wife are trustees and beneficiaries of the Stephen M. Swad Revocable Living Trust. The reporting person shares voting and investment control over these shares. Each performance restricted stock unit ("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 an annual revenue goal and an adjusted EBITDA goal, during the period of January 1, 2020 through December 31, 2020. 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. 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 software service revenue and adjusted EBITDA goals during the period of January 1, 2020 through December 31, 2020, such vesting to occur in three equal annual installments beginning on May 1, 2021, if the performance metrics are met. 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 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. /s/ S. Halle Vakani, Attorney-in-Fact 2020-09-03