0001209191-20-027329.txt : 20200505 0001209191-20-027329.hdr.sgml : 20200505 20200505193318 ACCESSION NUMBER: 0001209191-20-027329 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200501 FILED AS OF DATE: 20200505 DATE AS OF CHANGE: 20200505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Restivo James P CENTRAL INDEX KEY: 0001427813 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36061 FILM NUMBER: 20850677 MAIL ADDRESS: STREET 1: C/O KENEXA CORPORATION STREET 2: 650 E. SWEDESFORD RD., 2ND FLOOR CITY: WAYNE STATE: PA ZIP: 19087 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-05-01 0 0001576169 Benefitfocus,Inc. BNFT 0001427813 Restivo James P 100 BENEFITFOCUS WAY CHARLESTON SC 29492 0 1 0 0 Chief Technology Officer Common Stock 2020-05-01 4 A 0 28115 0.00 A 103727 D Performance Restricted Stock Units 2020-05-01 4 A 0 14057 0.00 A 2021-05-01 Common Stock 14057 14057 D Performance Restricted Stock Units 2020-05-01 4 A 0 42172 0.00 A 2023-05-01 Common Stock 42172 42172 D Represents restricted stock units which vest in three equal annual installments beginning on May 1, 2021, subject to continued employment. 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 an annual revenue goal and an adjusted EBITDA goal, during the period of January 1, 2020 through December 31, 2020. 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. 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 software service revenue and adjusted EBITDA goals during the period of January 1, 2020 through December 31, 2020, such vesting to occur in three equal annual installments beginning on May 1, 2021, if the performance metrics are met. 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 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. /s/ S. Halle Vakani, Attorney-in-Fact 2020-05-05