0001209191-21-056788.txt : 20210917
0001209191-21-056788.hdr.sgml : 20210917
20210917213738
ACCESSION NUMBER: 0001209191-21-056788
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210902
FILED AS OF DATE: 20210917
DATE AS OF CHANGE: 20210917
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Swad Stephen M
CENTRAL INDEX KEY: 0001397915
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36061
FILM NUMBER: 211261910
MAIL ADDRESS:
STREET 1: 1919 NORTH LYNN STREET
STREET 2: 7TH FLOOR
CITY: ARLINGTON
STATE: VA
ZIP: 22209
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Benefitfocus, Inc.
CENTRAL INDEX KEY: 0001576169
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 462346314
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 BENEFITFOCUS WAY
CITY: CHARLESTON
STATE: SC
ZIP: 29492
BUSINESS PHONE: 843-849-7476
MAIL ADDRESS:
STREET 1: 100 BENEFITFOCUS WAY
CITY: CHARLESTON
STATE: SC
ZIP: 29492
FORMER COMPANY:
FORMER CONFORMED NAME: Benefitfocus,Inc.
DATE OF NAME CHANGE: 20130507
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-09-02
0
0001576169
Benefitfocus, Inc.
BNFT
0001397915
Swad Stephen M
100 BENEFITFOCUS WAY
CHARLESTON
SC
29492
1
0
0
0
Common Stock
2021-09-02
4
D
0
69412
0.00
D
330474
D
Common Stock
2021-09-17
5
G
0
E
137539
0.00
D
192935
D
Common Stock
2021-09-17
5
G
0
E
137539
0.00
A
170879
I
By Stephen M. Swad Revocable Living Trust
Performance Restricted Stock Units
2021-09-02
4
D
0
4207
0.00
D
2022-04-01
Common Stock
4207
12620
D
Performance Restricted Stock Units
2021-09-02
4
D
0
104118
0.00
D
2025-04-01
Common Stock
104118
34705
D
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.
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.
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.
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.
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.
/s/ S. Halle Vakani, Attorney-in-Fact
2021-09-17