Matthew Levin - Jan 24, 2023 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
Jan 24, 2023
Transactions value $
$0
Form type
4
Date filed
1/25/2023, 06:08 PM
Previous filing
Dec 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BNFT Common Stock Options Exercise $0 +12.4K +1.66% $0.00 757K Jan 24, 2023 Direct
transaction BNFT Common Stock Disposed to Issuer -198K -26.13% 559K Jan 24, 2023 Direct F1
transaction BNFT Common Stock Disposed to Issuer -559K -100% 0 Jan 24, 2023 Direct 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 Options Exercise $0 -12.4K -49.69% $0.00 12.5K Jan 24, 2023 Common Stock 12.4K Direct F3
transaction BNFT Performance Restricted Stock Units Disposed to Issuer $0 -12.5K -100% $0.00* 0 Jan 24, 2023 Common Stock 12.5K Direct F4
transaction BNFT Performance Restricted Stock Units Disposed to Issuer $0 -88.5K -38.39% $0.00 142K Jan 24, 2023 Common Stock 88.5K Direct F2
transaction BNFT Performance Restricted Stock Units Disposed to Issuer $0 -142K -100% $0.00* 0 Jan 24, 2023 Common Stock 142K Direct F4
transaction BNFT Performance Restricted Stock Units Disposed to Issuer $0 -107K -100% $0.00* 0 Jan 24, 2023 Common Stock 107K Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew Levin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On January 24, 2023, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 1, 2022, by and among the Issuer, Voya Financial, Inc. ("Voya") and Origami Squirrel Acquisition Corp. (the "Merger Sub"), as amended, the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Voya. Pursuant to the Merger Agreement, at the effective time of the Merger each share of the Issuer's common stock was exchanged for the Per Share Common Stock Merger Consideration of $10.50, without interest.
F2 On January 24, 2023, the Merger took effect and these equity awards for the Issuer's common stock were exchanged for equity awards of Voya common stock in accordance with the Merger Agreement.
F3 Shares earned upon the vesting of a percentage of performance restricted stock units ("PRSUs") granted to the Reporting Person on April 1, 2022. Each PRSU represented a contingent right to receive one share of Issuer common stock upon the Issuer's 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").
F4 Represents the portion of PRSUs that were forfeited to the Issuer.