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