0001209191-20-035430.txt : 20200609
0001209191-20-035430.hdr.sgml : 20200609
20200609212454
ACCESSION NUMBER: 0001209191-20-035430
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200604
FILED AS OF DATE: 20200609
DATE AS OF CHANGE: 20200609
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Napier A Lanham
CENTRAL INDEX KEY: 0001441652
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36061
FILM NUMBER: 20953356
MAIL ADDRESS:
STREET 1: 701 W. CASTANO
CITY: SAN ANTONIO
STATE: TX
ZIP: 78209
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/A
1
doc4a.xml
FORM 4/A SUBMISSION
X0306
4/A
2020-06-04
2020-06-08
0
0001576169
Benefitfocus, Inc.
BNFT
0001441652
Napier A Lanham
100 BENEFITFOCUS WAY
CHARLESTON
SC
29492
1
0
0
0
Series A Convertible Preferred Stock
2020-06-04
4
A
0
1777778
45.00
A
Common Stock
5333334
1777778
I
By BuildGroup Management, LLC
Subject to the Issuer's Certificate of Designations setting forth the terms and provisions of the Issuer's Series A Convertible Preferred Stock (the "Series A"), the Series A is convertible at any time, at the election of the holder thereof, in whole or in part, into the Issuer's common stock at a conversion rate equal to the quotient of dividing (I) the sum of (x) the stated value then in effect with respect to such share, and (y) an amount equal to accumulated and unpaid dividend equal to 8.00% per annum ("Regular Dividends") on such share of the Series A (but only to the extent such accumulated and unpaid Regular Dividends are not included in the stated value referred to in the preceding clause (x)); by (II) $15.00, subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.
(continued from prior footnote) As of the date of the event requiring the filing of this Form 4, the 1,777,778 shares of the Series A reported on this Form 4 are convertible into 5,333,334 shares of the Issuer's common stock.
The shares of the Series A are held of record by a limited liability company, of which the Reporting Person is the Chief Executive Officer and a member of the board of directors and is the Chief Executive Officer and a member of the board of managers of its investment manager, BuildGroup Management, LLC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his actual pecuniary interest therein.
The Form 4, as originally filed, incorrectly reported 1,777,778 shares of common stock underlying the Series A.
/s/ Donald R. Reynolds, Attorney-in-Fact
2020-06-09