X0206 3 2013-09-17 0 0001576169 Benefitfocus,Inc. BNFT 0001586424 Zia Raheel C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 Convertible Series A Preferred Stock Common Stock 14055851 I See footnotes The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned 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. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 14,055,851 shares of Convertible Series A Preferred Stock (the "Series A Preferred Stock") of Benefitfocus, Inc. (the "Company") through certain limited partnerships (the "Limited Partnerships"). Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the Limited Partnerships. The Limited Partnerships hold shares of the Series A Preferred Stock. The Company's amended and restated certificate of incorporation provides that each share of the Series A Preferred Stock is convertible into common stock, par value $0.001 per share, of the Company ("Common Stock") at the option of the holder thereof and will automatically convert into Common Stock upon the closing of the Company's initial public offering of its Common Stock. On the closing date of the Company's initial public offering of its Common Stock, all of the shares of Series A Preferred Stock will automatically be converted on a one-for-one basis into shares of Common Stock. /s/ Kevin P. Treanor, Attorney-in-fact 2013-09-17