0001209191-22-055645.txt : 20221103
0001209191-22-055645.hdr.sgml : 20221103
20221103181522
ACCESSION NUMBER: 0001209191-22-055645
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221101
FILED AS OF DATE: 20221103
DATE AS OF CHANGE: 20221103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wegner Alpana
CENTRAL INDEX KEY: 0001822516
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36061
FILM NUMBER: 221359564
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
FORMER COMPANY:
FORMER CONFORMED NAME: Benefitfocus,Inc.
DATE OF NAME CHANGE: 20130507
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-11-01
0
0001576169
Benefitfocus, Inc.
BNFT
0001822516
Wegner Alpana
100 BENEFITFOCUS WAY
CHARLESTON
SC
29492
0
1
0
0
Chief Financial Officer
Common Stock
2022-11-01
4
A
0
238720
0.00
A
461297
D
Common Stock
2022-11-01
4
S
0
352
6.9946
D
460945
D
Performance Restricted Stock Units
2023-04-01
Common Stock
12718
12718
D
Performance Restricted Stock Units
2026-04-01
Common Stock
95389
95389
D
Represents restricted stock units ("RSUs") granted to the Reporting Person in connection with the execution of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 1, 2022, by and among Benefitfocus, Inc. (the "Issuer"), Voya Financial, Inc. and Origami Squirrel Acquisition Corp. ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger. The RSUs will vest (i) 50% upon the closing of the Merger and (ii) 50% upon the six-month anniversary of the closing of the Merger (the "Final Vesting Date"), subject to the Reporting Person's continuous service. Vesting of the RSUs may accelerate in certain circumstances, including if the Reporting Person is terminated without Cause or for Good Reason (in each case as defined in Reporting Person's employment agreement) on or after the closing of the Merger and prior to the Final Vesting Date.
This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 5, 2021 to satisfy the Reporting Person's tax withholding obligation upon scheduled vesting of RSUs granted on November 1, 2019.
This transaction was executed in multiple trades at prices ranging from $6.83 to $7.17. 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 transactions 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 a revenue goal, an adjusted EBITDA goal, and a software revenue retention goal, during the period of January 1, 2022 through December 31, 2022 (the "Performance Period"). 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 a change in control of the Issuer is consummated 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 an annual recurring revenue subscription bookings growth goal and adjusted EBITDA goal, during the Performance Period, such vesting to occur in four equal annual installments beginning on April 1, 2023, if the performance metrics are met. Vesting of 25% of 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 a change in control of the Issuer is consummated during the Performance Period.
/s/ S. Halle Vakani, Attorney-in-Fact
2022-11-03