Alpana Wegner - Dec 20, 2022 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: Dec 20, 2022
Transactions value $: -$1,471,778
Form type: 4
Date filed: 12/22/2022, 04:47 PM
Previous filing: Nov 3, 2022
Next filing: Jan 25, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNFT	Common Stock	Expiration (or cancellation) of long derivative position with value received	$0	-239K	-51.79%	$0.00	222K	Dec 20, 2022	Direct	F1
transaction	BNFT	Common Stock	Other	$0	+239K	+107.42%	$0.00	461K	Dec 20, 2022	Direct	F1, F2
transaction	BNFT	Common Stock	Tax liability	-$1.15M	-110K	-23.83%	$10.45	351K	Dec 20, 2022	Direct	F3
transaction	BNFT	Common Stock	Expiration (or cancellation) of long derivative position with value received	$0	-49K	-13.97%	$0.00	302K	Dec 20, 2022	Direct	F4
transaction	BNFT	Common Stock	Other	$0	+67.3K	+22.28%	$0.00	369K	Dec 20, 2022	Direct	F4
transaction	BNFT	Common Stock	Tax liability	-$324K	-31K	-8.39%	$10.45	338K	Dec 20, 2022	Direct	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
transaction	BNFT	Performance Restricted Stock Units	Expiration (or cancellation) of long derivative position with value received	$0	-8.9K	-69.98%	$0.00	3.82K	Dec 20, 2022	Common Stock	8.9K		Direct	F5
transaction	BNFT	Performance Restricted Stock Units	Expiration (or cancellation) of long derivative position with value received	$0	-9.37K	-9.82%	$0.00	86K	Dec 20, 2022	Common Stock	9.37K		Direct	F6, F7

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units (the "Retention RSUs") granted to the Reporting Person in connection with the execution of the Agreement and Plan of Merger (the "Merger Agreement"), dated November 1, 2022, by and among Benefitfocus, Inc. (the "Issuer"), Voya Financial, Inc. and Origami Squirrel Acquisition Corp. ("Merger Sub"), as amended. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger. The Retention RSUs have been cancelled and restricted stock granted in their place to mitigate impacts of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code").
F2	Represents restricted stock granted to the Reporting Person in replacement of the Retention RSUs described above. The restricted stock will vest (i) 50% upon the closing of the Merger and (ii) 50% upon the six-month anniversary of the closing of the Merger (the "Final Vesting Date"), subject to the Reporting Person's continuous service. Vesting of the restricted stock may accelerate in certain circumstances, including if the Reporting Person is terminated without Cause or for Good Reason (in each case as defined in Reporting Person's employment agreement) on or after the closing of the Merger and prior to the Final Vesting Date.
F3	Shares relinquished to pay withholding taxes payable in connection with an election made by the Reporting Person pursuant to Section 83(b) of the Code with respect to the grants of restricted stock.
F4	See Exhibit 99.1.
F5	These performance restricted stock units (the "PRSUs") were granted on April 1, 2022. The maximum number of PRSUs is presented in the table. Each PRSU represents a contingent right to receive one share of Issuer common stock. 8,900 of the PRSUs have been cancelled and restricted stock granted in their place to mitigate impacts of Section 280G of the Code. A percentage of the remaining 3,818 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 (the "Performance Period"). 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 a change in control of the Issuer is consummated during the Performance Period.
F6	These PRSUs were granted on April 1, 2022. The maximum number of PRSUs is presented in the table. Each PRSU represents a contingent right to receive one share of Issuer common stock. 9,370 of the PRSUs have been cancelled and restricted stock granted in their place to mitigate impacts of Section 280G of the Code. The remaining 86,019 PRSUs will vest upon the achievement of an annual recurring revenue subscription bookings growth goal and adjusted EBITDA goal, during the Performance Period, such vesting to occur in four equal annual installments beginning on April 1, 2023 (with the first annual installment taking into account the PRSUs that were cancelled and granted as restricted stock), if the performance metrics are met.
F7	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 a change in control of the Issuer is consummated during the Performance Period.