Lanham Napier - Jan 24, 2023 Form 4 Insider Report for Benefitfocus, Inc. (BNFT)

Role: Director, 10%+ Owner
Signature: /s/ Lanham Napier
Stock symbol: BNFT
Transactions as of: Jan 24, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/26/2023, 05:15 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNFT	Common Stock	Disposed to Issuer		-37.4K	-100%		0	Jan 24, 2023	Direct	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BNFT	Series A Convertible Preferred Stock	Disposition pursuant to a tender of shares in a change of control transaction		-1.78M	-100%		0	Jan 24, 2023	Common Stock	5.33M		By BuildGroup Management, LLC	F1, F2, F3, F4, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lanham Napier is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Subject to the Issuer's Certificate of Designations ("COD") 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, par value $0.001 ("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.
F2	The 1,777,778 shares of the Series A reported on this Form 4 are convertible into 5,333,334 shares of Common Stock.
F3	The Series A has no expiration date.
F4	BuildGroup LLC is the record holder of the securities reported herein. The Reporting Person is the Chief Executive Officer and a member of the board of directors of the record holder and is the Chief Executive Officer and a member of the board of managers of its investment manager, BuildGroup Management, LLC, which has voting and investment control with respect to the securities. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein.
F5	In connection with the consummation on January 24, 2023 of the transactions (the "Merger") contemplated pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 1, 2022, as amended and restated on December 19, 2022, by and among the Issuer, Voya Financial, Inc. and Origami Squirrel Acquisition Corp, each holder of Common Stock received $10.50 in cash per share of Common Stock, without interest and subject to any applicable withholding taxes.
F6	Under the terms of the Merger Agreement and the COD, Series A holders received $47.25 per share of Series A in cash, plus accumulated and unpaid dividends to, but not including, the date the Merger was completed, without interest and subject to any applicable withholding taxes, for each share of Series A owned immediately prior to the effectiveness of the Merger.