Matthew Levin - May 10, 2021 Form 3 Insider Report for Benefitfocus, Inc. (BNFT)

Role
President and CEO, Director
Signature
/s/ S. Halle Vakani, Attorney-in-Fact
Stock symbol
BNFT
Transactions as of
May 10, 2021
Transactions value $
$0
Form type
3
Date filed
5/11/2021, 09:49 PM
Next filing
Apr 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BNFT Common Stock 334K May 10, 2021 Direct F1

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
holding BNFT Performance Restricted Stock Units May 10, 2021 Common Stock 19.6K Direct F2
holding BNFT Performance Restricted Stock Units May 10, 2021 Common Stock 128K Direct F3
holding BNFT Performance Restricted Stock Units May 10, 2021 Common Stock 107K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person's non-derivative securities owned beneficially comprise the following securities: (a) 85,312 restricted stock units ("RSUs") granted on May 4, 2021 vesting in four equal annual installments beginning May 10, 2022; and (b) 248,826 RSUs granted on May 4, 2021 vesting in four equal annual installments beginning May 10, 2022. The RSUs are subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances.
F2 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, 2021 through December 31, 2021. The target PRSUs are also subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances, including death and disability, and may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
F3 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 a Rule of 40 goal and an annual recurring revenue subscription bookings growth goal, during the period of January 1, 2021 through December 31, 2021. Such vesting to occur 1/4 on May 10, 2022, and then 1/4 on each of April 1, 2023, 2024, and 2025, if the performance metrics are met. The target PRSUs are also subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances, including death and disability, and may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
F4 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 the Issuer's closing stock price being at least $23.00 for a period of twenty (20) consecutive trading days (the "Performance Event"), during the period of May 10, 2023 through May 10, 2026. If the Performance Event occurs on or before May 10, 2024 then the PRSUs will vest on May 10, 2024, subject to the Reporting Person's continued employment. If the Performance Event occurs after May 10, 2024 but on or prior to May 10, 2026 then the PRSUs will vest upon the occurrence of the Performance Event, subject to the Reporting Person's continued employment. The PRSUs are subject to accelerated vesting in connection with a termination of the Reporting Person's continuous service in certain circumstances.