Alpana Wegner - Sep 8, 2021 Form 4 Insider Report for Benefitfocus, Inc. (BNFT)

Role: Chief Financial Officer
Signature: /s/ S. Halle Vakani, Attorney-in-Fact
Stock symbol: BNFT
Transactions as of: Sep 8, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/10/2021, 04:28 PM
Previous filing: Sep 3, 2021
Next filing: Oct 5, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNFT	Common Stock	Award	$0	+42.4K	+42.11%	$0.00	143K	Sep 8, 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						9.96K	Sep 8, 2021	Common Stock	9.96K		Direct	F2
holding	BNFT	Performance Restricted Stock Units						74.7K	Sep 8, 2021	Common Stock	74.7K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units which vest in four equal annual installments beginning on September 1, 2022, subject to continued employment.
F2	Each 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. 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.
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 in four equal annual installments beginning on April 1, 2022, 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 there is a change in control of the Issuer during the performance period.