Matthew Levin - Apr 1, 2022 Form 4 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
Apr 1, 2022
Transactions value $
$0
Form type
4
Date filed
4/5/2022, 09:48 PM
Previous filing
May 11, 2021
Next filing
May 12, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BNFT Common Stock Award $0 +154K +46.02% $0.00 488K Apr 1, 2022 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
transaction BNFT Performance Restricted Stock Units Award $0 +24.9K $0.00 24.9K Apr 1, 2022 Common Stock 24.9K Direct F2
transaction BNFT Performance Restricted Stock Units Award $0 +231K $0.00 231K Apr 1, 2022 Common Stock 231K Direct F3
holding BNFT Performance Restricted Stock Units 19.6K Apr 1, 2022 Common Stock 19.6K Direct F4
holding BNFT Performance Restricted Stock Units 128K Apr 1, 2022 Common Stock 128K Direct F5
holding BNFT Performance Restricted Stock Units 107K Apr 1, 2022 Common Stock 107K Direct F6
* 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 April 1, 2023, subject to continued employment.
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, 2022 through December 31, 2022. 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 an annual recurring revenue subscription bookings growth goal and adjusted EBITDA goal, during the period of January 1, 2022 through December 31, 2022, 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 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. 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.
F5 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.
F6 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.