0000947871-20-000549.txt : 20200610 0000947871-20-000549.hdr.sgml : 20200610 20200610122104 ACCESSION NUMBER: 0000947871-20-000549 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200604 FILED AS OF DATE: 20200610 DATE AS OF CHANGE: 20200610 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BuildGroup LLC CENTRAL INDEX KEY: 0001723956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36061 FILM NUMBER: 20954190 BUSINESS ADDRESS: STREET 1: 3500 JEFFERSON STREET STREET 2: SUITE 303 CITY: AUSTIN STATE: TX ZIP: 78731 BUSINESS PHONE: 512-220-4690 MAIL ADDRESS: STREET 1: 3500 JEFFERSON STREET STREET 2: SUITE 303 CITY: AUSTIN STATE: TX ZIP: 78731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BuildGroup Management, LLC CENTRAL INDEX KEY: 0001814483 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36061 FILM NUMBER: 20954191 BUSINESS ADDRESS: STREET 1: 3500 JEFFERSON ST. STREET 2: SUITE 303 CITY: AUSTIN STATE: TX ZIP: 78731 BUSINESS PHONE: 5129942983 MAIL ADDRESS: STREET 1: 3500 JEFFERSON ST. STREET 2: SUITE 303 CITY: AUSTIN STATE: TX ZIP: 78731 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 3 1 ownership.xml X0206 3 2020-06-04 0 0001576169 Benefitfocus, Inc. BNFT 0001723956 BuildGroup LLC 3500 JEFFERSON ST. SUITE 303 AUSTIN TX 78731 0 0 1 0 0001814483 BuildGroup Management, LLC 3500 JEFFERSON ST. SUITE 303 AUSTIN TX 78731 0 0 1 0 Series A Convertible Preferred Stock Common Stock 5333334 D Subject to the Issuer's Certificate of Designations 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 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. At closing, before payment of any dividends in kind, the 1,777,778 shares of the Series A reported on this Form 3 are convertible into 5,333,334 shares of the Issuer's common stock. The Series A Convertible Preferred Stock has no expiration date. BuildGroup LLC is the record holder of the securities reported herein. BuildGroup Management, LLC is the investment manager of BuildGroup LLC and has voting and investment control with respect to the securities held of record by BuildGroup LLC. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. BuildGroup LLC, By: BuildGroup Management, LLC, its investment manager, By: /s/ Kenneth Herz, Title: General Counsel 2020-06-10 BuildGroup Management, LLC, By: /s/ Kenneth Herz, Title: General Counsel 2020-06-10 EX-99.1 2 ss175493_ex9901.htm JOINT FILER INFORMATION

Exhibit 99.1

Joint Filer Information

Name of Joint Filer:

BuildGroup LLC

Address of Joint Filer:

3500 Jefferson Street, Suite 303

Austin, TX 78731

Relationship of Joint Filer to Issuer:

10% Owner

Issuer Name and Ticker or Trading Symbol:

Benefitfocus, Inc. [BNFT]

Date of Event Requiring Statement:

(Month/Day/Year):

06/04/2020

Name of Joint Filer:	BuildGroup Management, LLC
Address of Joint Filer:	3500 Jefferson Street, Suite 303 Austin, TX 78731
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Benefitfocus, Inc. [BNFT]
Date of Event Requiring Statement: (Month/Day/Year):	06/04/2020