Alpana Wegner - May 2, 2022 Form 4 Insider Report for Benefitfocus, Inc. (BNFT)

Signature
/s/ S. Halle Vakani, Attorney-in-Fact
Stock symbol
BNFT
Transactions as of
May 2, 2022
Transactions value $
-$12,762
Form type
4
Date filed
5/4/2022, 05:49 PM
Previous filing
Apr 5, 2022
Next filing
Sep 6, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BNFT Common Stock Sale -$8.32K -773 -0.34% $10.76 229K May 2, 2022 Direct F1, F2
transaction BNFT Common Stock Sale -$4.44K -418 -0.18% $10.62 228K May 3, 2022 Direct F1, F3

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 12.7K May 2, 2022 Common Stock 12.7K Direct F4
holding BNFT Performance Restricted Stock Units 95.4K May 2, 2022 Common Stock 95.4K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 5, 2021 to satisfy the Reporting Person's tax withholding obligation upon scheduled vesting of restricted stock units and PRSUs granted on May 1, 2020.
F2 This transaction was executed in multiple trades at prices ranging from $10.49 to $10.86. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
F3 This transaction was executed in multiple trades at prices ranging from $10.41 to $10.86. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
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, 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.
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 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.