Stephen M. Swad - Sep 2, 2021 Form 4 Insider Report for Benefitfocus, Inc. (BNFT)

Role
Director
Signature
/s/ S. Halle Vakani, Attorney-in-Fact
Stock symbol
BNFT
Transactions as of
Sep 2, 2021
Transactions value $
$0
Form type
4
Date filed
9/17/2021, 09:37 PM
Next filing
Apr 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BNFT Common Stock Disposed to Issuer $0 -69.4K -17.36% $0.00 330K Sep 2, 2021 Direct F1
transaction BNFT Common Stock Gift $0 -138K -41.62% $0.00 193K Sep 17, 2021 Direct
transaction BNFT Common Stock Gift $0 +138K +412.53% $0.00 171K Sep 17, 2021 By Stephen M. Swad Revocable Living Trust F2

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 Performance Restricted Stock Units Disposed to Issuer $0 -4.21K -25% $0.00 12.6K Sep 2, 2021 Common Stock 4.21K Direct F3, F4
transaction BNFT Performance Restricted Stock Units Disposed to Issuer $0 -104K -75% $0.00 34.7K Sep 2, 2021 Common Stock 104K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the partial forfeiture of restricted stock units ("RSUs") pursuant to the terms of the reporting person's Second Amendment to Employment Agreement dated May 3, 2021. The RSUs were granted to the reporting person on April 1, 2021 and the remaining RSUs from that grant are eligible to vest in four equal annual installments beginning on April 1, 2022, subject to continued employment and acceleration in certain circumstances.
F2 On September 17, 2021, the reporting person transferred 137,539 shares of the Issuer's common stock to the Stephen M. Swad Revocable Living Trust, of which the reporting person and his wife are trustees and beneficiaries. The reporting person shares voting and investment control over these shares.
F3 Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share of Issuer common stock. The maximum number of remaining 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 of remaining 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 level of remaining PRSUs may also accelerate in certain circumstances if there is a change in control of the Issuer during the performance period.
F4 Represents the partial forfeiture of certain PRSUs pursuant to the terms of the reporting person's Second Amendment to Employment Agreement dated May 3, 2021. The PRSUs were originally granted to the reporting person on April 1, 2021.
F5 Each PRSU represents a contingent right to receive one share of Issuer common stock. The maximum number of remaining 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 the target level of remaining 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 level of remaining PRSUs may also accelerate in certain additional circumstances, including if there is a change in control of the Issuer during the performance period.