X0306 4 2013-09-19 0 0001576169 Benefitfocus,Inc. BNFT 0001052579 DISABATO JOSEPH P 200 WEST STREET NEW YORK NY 10282 1 0 0 0 Common Stock 2013-09-19 4 S 0 200 51.70 D 0 I See footnotes Common Stock 2013-09-20 4 P 0 200 50.19 A 0 I See footnotes Common Stock 2013-09-23 4 C 0 14055851 A 14055851 I See footnotes Common Stock 2013-09-23 4 S 0 2675250 24.645 D 11380601 I See footnotes Convertible Series A Preferred Stock 2013-09-23 4 C 0 14055851 D Common Stock 14055851 0 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. The shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Benefitfocus, Inc. (the "Company"), reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company. The Limited Partnerships (as defined in footnote 4) held shares of Convertible Series A Preferred Stock (the "Series A Preferred Stock") of the Company prior to the initial public offering of the Common Stock. The Company's amended and restated certificate of incorporation provides that each share of its Series A Preferred Stock is convertible into Common Stock at the option of the holder thereof and would be automatically converted into Common Stock upon the closing of the Company's initial public offering of its Common Stock (the "IPO"). On the closing date of the IPO, which was September 23, 2013, all of the shares of Series A Preferred Stock were automatically converted on a one-for-one basis into shares of Common Stock. Prior to the closing of the Company's IPO, Goldman Sachs and GS Group may have been deemed to beneficially own indirectly, in the aggregate, 14,055,851 shares of the Series A Preferred Stock 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. On September 23, 2013, 14,055,851 shares of Series A Preferred Stock beneficially owned directly by the Limited Partnerships were automatically converted into 14,055,851 shares of Common Stock. Pursuant to an underwriting agreement, dated September 17, 2013 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock, pursuant to the final prospectus dated September 17, 2013, which offering was consummated on September 23, 2013, the Limited Partnerships sold an aggregate of 1,935,000 shares of Common Stock. On September 20, 2013, the underwriters exercised in full their option under the Underwriting Agreement to purchase additional shares of Common Stock from the Limited Partnerships. Pursuant to such option to purchase additional shares of Common Stock, the Limited Partnerships sold an aggregate of 740,250 additional shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, the 11,380,601 shares of Common Stock through the Limited Partnerships. /s/ Kevin P. Treanor, Attorney-in-fact 2013-09-23