0001209191-19-029692.txt : 20190514 0001209191-19-029692.hdr.sgml : 20190514 20190514165813 ACCESSION NUMBER: 0001209191-19-029692 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190513 FILED AS OF DATE: 20190514 DATE AS OF CHANGE: 20190514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: August Raymond Alexander CENTRAL INDEX KEY: 0001616278 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36061 FILM NUMBER: 19823599 MAIL ADDRESS: STREET 1: C/O BENEFITFOCUS, INC. STREET 2: 100 BENEFITFOCUS WAY CITY: CHARLESTON STATE: SC ZIP: 29492 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-05-13 0 0001576169 Benefitfocus,Inc. BNFT 0001616278 August Raymond Alexander 100 BENEFITFOCUS WAY CHARLESTON SC 29492 1 1 0 0 President and CEO Common Stock 2019-05-13 4 P 0 3200 31.15 A 511925 D Performance Restricted Stock Units 2020-04-01 Common Stock 5605 5605 D Performance Restricted Stock Units 2023-04-01 Common Stock 74733 74733 D This transaction was executed in multiple trades at prices ranging from $31.05 to $31.16. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction were effected. 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, 2019 through December 31, 2019. 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 net annual recurring revenue bookings growth goals during the period of January 1, 2019 through December 31, 2019, such vesting to occur in four equal annual installments beginning on April 1, 2020, 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 2019-05-14